2010 Activity Report - Eiffage.com · The present document was made before this decision was...

2010 Activity Report

The company EIFFAGE CONSTRUCTION METALLIQUE, formerly Eiffel Construction Métallique, has by executive decree of the Court of Appeal of Bordeaux on May 16th, 2011, been the object of an interdiction against using the name Eiffel for any purposes. The present document was made before this decision was announced, and thus features the name Eiffel which is at this time and henceforth no longer used as a brand name, title or trade name by the company EIFFAGE CONSTRUCTION METALLIQUE. It should therefore be noted that the name EIFFEL no longer belongs to and is no longer used in a commercial context by the company EIFFAGE CONSTRUCTION METALLIQUE.

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Photo libraries: Eiffage, Eiffage Travaux Publics, Eiffage Construction, Eiffage Sénégal, Eiffel, Forclum, Clemessy, APRR, AREA, Getty Images and D.R.

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1 Profi le

2 Chairman’s message

4 Highlights of 2010

14 Key fi gures

16 Shareholder and market information

18 Commitments

and sustainable development

20 Sense and responsibility

Profi le

24 Activities

26 Concessions and PPPs

32 APRR

36 Construction

40 Public works

44 Energy

48 Metal

52 Financial report

85% of employees in France

are Group shareholders

€13,330million

in revenues

70,893employees

at 31.12.2010 (not including temporary staff)

The Eiffage Group Sustainable

Development Report is published separately,

but is an integral part of this reference

document.

T

D

b

d

Eiffage is the third-largest construction and concessions

company in France and the fi fth-largest in Europe. Thanks

to the efforts of its 70,000 employees, the Group generated

revenues of e11.3 billion from its construction businesses

in France, Europe and the rest of the world, and e2 billion

from concessions and public-private partnerships.

Eiffage has harnessed its expertise in construction,

public works, energy and metallic construction to create

numerous prestigious structures, in many cases via

concession and PPP projects. Examples include the Millau

viaduct, which has now been crossed by more than

28 million vehicles; the A65 Pau-Langon motorway and the

Perpignan-Figueras high-speed rail link, which both began

commercial operation in December 2010; and the Lille

Métropole stadium, for which the symbolic fi rst stone was

laid in September 2010. All of these projects, whether

completed or still in progress, illustrate the synergy

generated between the Group’s businesses.

Such achievements would not have been possible without

the support of the employee shareholders who have been

Eiffage’s bedrock for the past 20 years, giving the Group

its strength, cohesion and unique character. In France, 85%

of employees are also Group shareholders, a uniquely high

proportion for a major French company and a testimony to

the confi dence that Eiffage personnel have in their company.

Enhancing quality of life through our development

and construction projects is the Eiffage hallmark.

2010 ANNUAL REPORT 1

1990 Fougerolle launches a leveraged management buyout (the first of its kind for such a large company), winning the backing of 70% of employees.

1992Eiffage is created out of a merger between Fougerolle and SAE.

2004Eiffage inaugurates the Millau viaduct, which is the world’s tallest cable-stayed bridge and an emblem of the Group’s expertise.

2 EIFFAGE GROUP

Renewed momentum

Every quarter of a century, Eiffage changes its chief executive, and Pierre Berger

will be taking over from me as Managing Director on 1 July 2011.

Since 5 January, he has been familiarising himself with the many projects in the

pipeline. For example, the Lille Métropole stadium represents a major challenge

in technical, economic and scheduling terms, while the Bretagne–Pays-de-la-

Loire high-speed rail link is by far the largest PPP contract ever negotiated by

the Group, which is the preferred bidder, drawing on the experience gained

from the Perpignan-Figueras high-speed rail link and A65 Pau-Langon

motorway projects.

The financial markets appear to share the enthusiasm of Eiffage’s employees

in welcoming the arrival of a younger leader eager to tackle the new challenges

of the years to come: the Group’s share price has leapt by a quarter in only a few

weeks, and the significantly fuller order book augurs well for a recovery

in margins in the public works and energy markets, which suffered during

the economic crisis.

Pierre Berger, who is 42, has twenty years’ experience in construction techniques

and in managing projects and people. His appointment as my successor

has been extremely well received both within the company and elsewhere,

and he has my full support.

I firmly believe that our already-considerable achievements will be outshone

by successes yet to come.

Jean-François RoveratoChairman and Managing Director

2005The French government selects the Eiffage/Macquarie consortium to take over its participating interests in Autoroutes Paris-Rhin-Rhône (APRR), France’s second-largest motorway operator.

2008Eiffage is awarded the public-private partnership contract to design, finance, build, service and then maintain the Lille Métropole stadium for 31 years.

2010Eiffage celebrates the 20th anniversary of its hugely successful employee shareholding scheme, the only one of its kind in a major French company.

Chairman’smessage


2010An eventful year

EIFFAGE GROUP4

The A65 Pau-Langon motorway built by Eiffage on a concession basis was officially opened on 14 December 2010, marking the launch of a new generation of more environmentally-friendly motorway infrastructure that does more to preserve biodiversity. After two years of work involving

all Eiffage businesses, Pau is now only a 90-minute drive from the regional capital, Bordeaux, 50 minutes less than before. This achievement will boost the economies of the regions crossed by the new, 150 km long motorway.

52010 ANNUAL REPORT

1

Opening of the A65 Pau-Langon motorwayThe A65 opened to traffic on 14 December 2010 after more

than two years of construction work. This 150 km long

two-lane motorway now links the cities of Pau and

Bordeaux, cutting the journey time by 50 minutes as well

as providing safer driving conditions and bringing

significant economic benefits by improving access to the

Landes department. The A65 complies with the standards

established by the Grenelle Environmental Summit and is

the standard-bearer for a new generation of motorway

infrastructure. It was built, and will be operated for the next

56 years, by A’Liénor, a subsidiary in which Eiffage has a

65% participating interest.

2

APRR opens a new junction on the A41 motorwayThe Seynod Sud interchange (no. 15.1) in the Haute-Savoie

department opened in November 2010, improving access

to the industrial estates to the south of Annecy and

relieving congestion on the RD 1201 secondary road by

offering an alternative route to a million vehicles a year.

The toll barrier, featuring a canopy roof inset with

photovoltaic panels, is remotely operated around the clock.

3

Handover of the Savoureuse viaductThe Savoureuse viaduct, the last of four work packages

involving Eiffage Travaux Publics along the Rhine-Rhône

high-speed rail link, was handed over in March 2010. This

816 m long composite concrete and steel structure passes

over the Savoureuse valley between Belfort and

Montbéliard, crossing the river of the same name, then

the A36 motorway, the Haute-Saône canal and the RN 437

road. Working side by side, teams from Eiffage Travaux

Publics and Eiffel cast no less than 22,000 m³ of concrete

and installed 10,000 tonnes of steel during the 30-month

construction phase.

4

An office tower in La DéfenseThe Major Projects teams at Eiffage Construction won

the e200 million contract for the Majunga tower, in the

La Défense business district in Paris. The construction

of this 190-metre, 42-storey tower offering 69,500 sq. m

of office space will also involve Goyer, a subsidiary of Eiffel,

and Eiffage Travaux Publics. This HQE® (high environmental

quality) skyscraper, which is being designed to BBC

Effinergie energy efficiency label standards, is scheduled

for handover in late 2013.

3

4

highlights

2010A year of success stories

EIFFAGE GROUP6

Pat

rona

ge

8

Eiffage supports the Palais GarnierEiffage installed a 950 sq m tarpaulin with a trompe-l’œil decor on the façade of the Palais Garnier in February 2010, to conceal a year-long programme of renovation work carried out on the Zambelli rotunda by Pradeau & Morin as part of

a patronage operation. The “Eiffage tarpaulin” depicts a number of projects carried out by the Group or under its patronage, including the “Deux Plateaux” art installation, better known as “Buren’s columns”, the Louvre pyramid, the Palais Garnier and the Simone-de-Beauvoir footbridge.

8

5

5

Eiffage Construction wins the contract to convert the Hôtel-Dieu hospital in LyonHospices Civils de Lyon awarded Eiffage Construction

the contract to convert Lyon’s oldest hospital into a

luxury hotel complex. A total of e150 million is being

invested in order to convert the 17th and 18th century

buildings into a 140-bedroom, five-star Intercontinental

hotel together with upmarket retail stores, offices

and a conference centre. The complex is scheduled

to open in 2016.

6

Handover of the medical technology building at Rennes university hospitalThe new medical technology building at Pontchaillou

teaching hospital in Rennes, created by a build-and-

operate consortium led by Eiffage Construction

Bretagne, was handed over in February 2010. This centre

houses the hospital’s pharmacies, a laboratory complex,

the adult clinical haematology department and the

central sterilising facility. H’Ennez, a wholly-owned

Eiffage subsidiary, will provide maintenance services

for 22 years.

7

Restoration of the Gaîté Lyrique theatreEiffage Construction Val-de-Seine renovated the Gaîté

Lyrique theatre in Paris, with Pradeau & Morin restoring

the listed façade. This 13,000 sq. m theatre, which was

built in 1861 and has been closed for the past 20 years,

is to enjoy a new lease of life as a centre

for contemporary music and the digital arts.

9

AREA-Eiffage Group chosen as an official partner of the Annecy 2018 Olympic bidIn September 2010, AREA (Société des Autoroutes Rhône-Alpes), a subsidiary of APRR, joined the nine domestic and international official partners providing significant support to the French bid to organise the 2018 Winter Olympic and Paralympic Games.


1

Good progress on the Dakar-Diamniadio motorwayGround was broken on the second phase of the Dakar-

Diamniadio motorway on 12 February 2010, at a

ceremony attended by the Senegalese president,

Abdoulaye Wade. The motorway is being built by Société

Eiffage de la Nouvelle Autoroute Concédée (Senac)

under the terms of a 30-year PPP build-and-operate

contract. The motorway, which will facilitate access to

the capital and the new Blaise-Diagne international

airport, is scheduled to open fully to traffic in 2013.

2

Laos - Work ends at the Nam Theun 2 power plantClemessy completed the electrical “balance of plant”

(auxiliary equipment) for the 1,070 MW Nam Theun 2

hydroelectric complex in Laos, which will generate

power for Laos and Thailand. Work concluded

on 4 October 2010, marking the end of an epic project

for which the first cost estimates were produced

as long ago as 1995!

3

Three power plants in France’s overseas departmentsIn September 2010, work began on the third thermal

power plant being built for EDF Outre-mer, in

Guadeloupe. Operating in partnership with MAN

(which is supplying the diesel generator engines)

and Clemessy, Eiffage TP is building three power plants

located, respectively, on Reunion Island, in Martinique

and in Guadeloupe. The civil engineering for

these projects is worth e280 million.

1

highlights


EIFFAGE GROUP8

4

Eiffage Sénégal renovates Faidherbe bridgeFaidherbe bridge, which was built in 1897

in the Senegalese city of Saint-Louis and is listed as

a world heritage site, has been undergoing renovation

work since 2008. The seven spans are being replaced

under very tight time constraints, to minimise disruption

to traffic. The new span sections, manufactured at

Eiffel’s plant in Lauterbourg (Alsace), are being installed

in place of the existing spans at a rate of one every six

weeks or so, and the project is scheduled for handover

in spring 2011. Replacing the swing span will enable

navigation to resume on the Sénégal river.

5

A state-of-the-art elevation at Roissy international airportEiffel is building the structural envelope for the new S4

satellite building at Paris’s Charles-de-Gaulle airport,

which has been specifically designed to handle large

aircraft. This major contract (e48 million) covers a wide

variety of work, including glazed elevations and roofing,

other roofing and ironmongery.

4

5

3


1

First trains on the Perpignan-Figueras high-speed rail lineThe Perpignan-Figueras railway line - the first high-

speed rail link between France and Spain - opened

on 19 December 2010. The line is initially being operated

commercially as far as Figueras in north-east Spain.

When the interface with the Spanish high-speed rail is

established, passengers will be able to travel between

Paris and Barcelona in only five and a half hours,

compared with an initial journey time of more than eight

hours. Even today, the new link saves customers

a significant 50 minutes.

2

Eiffel installs the roof at the new airport in BerlinThis project is the largest contract ever handled

by Eiffel’s German subsidiary, Eiffel Deutschland,

and is currently Eiffel’s largest project in Europe.

The airport requires 10,000 tonnes of roofing

components, which are being manufactured in eight

different plants in order to comply with the very tight

schedule.

3

Eiffage extends its expertise in the pharmaceutical industryIn 2010, Clemessy acquired Hyline, a Belgian company

that specialises in the installation of clean utility

distribution systems for the pharmaceutical industry

and is the leader in its domestic market. This acquisition

enhances Clemessy’s clean pipe offer and positions

the company as an OEM in clean utility distribution systems.

4

New road-building capabilities in GermanyIn early 2010, Eiffage Travaux Publics acquired Faber,

a century-old family-run business with strong roots

in the area south of Frankfurt. The company, which

employs 800 people, achieves revenues of e120 million

- mainly in road construction - and has also developed

its activities in the former East Germany. This acquisition

strengthens the Public Works division’s German arm,

which also includes general contractors (Heinrich Walter

Bau), road construction companies (Lanwehr)

and specialist rail contractors (Wittfeld and Eiffage Rail

Deutschland).

1

4

highlights


EIFFAGE GROUP10

5

Grand Stade Lille Métropole - A stadium in the heart of EuropeA crucial milestone was reached in autumn 2010,

when the two mega-beams that will support

the stadium’s moving roof were pivoted into position.

These steel giants, each measuring 180 m long

and weighing 1,800 tonnes, were rotated through ninety

degrees to reach their final positions. Good progress

has been made on the construction of this stadium,

which will have a capacity in excess of 50,000 spectators

and feature a unique 30,000-seat “Showcase”

configuration made possible by the opening roof.

The venue is scheduled to be handed over in summer

2012. The symbolic first stone for this structure, which

is being built by Eiffage under a PPP agreement,

was laid on 27 September 2010 at a ceremony attended

by the chairperson of the Greater Lille authority,

Martine Aubry.

5

Even

t 6

The 25 millionth vehicle crosses the Millau viaductThe viaduct carried its 25 millionth vehicle in July 2010. When asked for his reaction, the driver of this “special” vehicle, who uses the viaduct regularly, explained that the structure built

by Eiffage saves up to three hours on his journey time during busy summer periods.It is easy to understand how the viaduct, which has been offering motorists a drive-through remote toll charging service since June, has gone from one success to another, with total vehicle crossings reaching 28 million in March 2011!


highlights


1

Framing the biodiversity issueThe biodiversity photography competition for Eiffage

employees was an overwhelming success, with more

than 1,600 images entered. The outstanding quality

and variety of the photos prompted the organisers

to present awards to no fewer than 24 employees.

This successful competition, which reflects Eiffage’s

biodiversity initiatives and undertakings,

was symbolically launched on 22 May 2010,

officially designated as World Biodiversity Day.

2

Southern Paris Region hospital centre - Forclum builds Europe’s first biomass-fuelled tri-generation plantForclum installed an unprecedented system in which

80% of the power generated for the Southern Paris

Region hospital centre is produced in a tri-generation

(heating, refrigeration and electrical power) plant

that uses biomass (wood), which is readily available

in the Paris region. The Southern Paris Region hospital

centre, built by all Eiffage divisions working together,

was handed over at the start of 2011. This is the largest

PPP hospital project in Europe, serving the needs

of a population of 600,000. It received the “Victoires

de la Modernisation” award from the government,

acknowledging its status as the first healthcare

institution to have obtained HQE® environmental

certification.

3

APRR launches the first motorway information application for the iPhoneThe first motorway information

application developed for

the iPhone was launched

in July 2010 on the A6

motorway. This application

uses the device’s

geolocation system

to entertain a car’s

passengers by asking

trivia questions related

to their route.

1

2

EIFFAGE GROUP12

Even

t

5

Eiffage Thermie is bornEiffage Thermie, which was created as a result of the merger of Forclim and Crystal within Forclum, is one of France’s three largest HVAC specialists. The new company, which builds energy production

and utility distribution infrastructure as well as monitoring customers’ thermal facilities, achieves annual revenues of €435 million and employs more than 2,000 people at some 50 locations throughout France.

4

4

Energy performance contracts at secondary schools in the Centre regionOn 19 July 2010, following a bidding process led

by Forclum, Eiffage was awarded a 15-year energy

performance contract covering 18 secondary schools

in France’s Centre region. As well as building renovation

work, this PPP project involves designing and implementing

energy solutions that consume as little non-renewable

energy as possible. The goal is to achieve an energy

saving of 40% and to cut greenhouse gas emissions

by 57%. There will be an awareness-raising campaign

to encourage involvement in the project by users

of the schools.

6

20th anniversary of Eiffage’s employee share ownership programmeThe Eiffage employee share ownership scheme,

which celebrated its 20th anniversary in March 2010, has

undeniably been a major factor in the Group’s cohesion,

prosperity and independence. The core value

underpinning this unique experience is confidence.

Over the past 20 years, the Group’s employees,

whatever their status, have played an active role in its

development, first via a leveraged management buyout

and then through the introduction of a unit trust

available exclusively to employee shareholders

(SICAVAS). In France, 85% of employees are now

also Eiffage shareholders.


Consolidated operating profit on ordinary activities € million

Consolidated net profit, Group share € million

Key figures

Visibilityand financial strength

2008

20072006

2009

2010

2008

20072006

2009

2010

1,131

993

1,097

2931,

017

190

1,041

232

963

377

Non-current assets

Capital and reserves

Provisions

Long-term borrowings

Change in capital employed and non-current assets e million

12,68

7

13,50

2

12,47

311,62

7

10,80

0

18,95

9

19,71

618,24

5

17,27

4

16,87

5

2008

2007

2006

2009

2010

2,754 3,454

3,0713,110

2,501

589937

1 0051 028

1,019

EIFFAGE GROUP14

NOTE: Eiffage elected for the early application of IFRIC 12, Service Concession Arrangements, in its 2009 consolidated financial statements. When the information contained in this document is impacted by this change of accounting method, comparatives for 2007 and 2008 have been restated.

France

Outside France

Analysis of 2010 revenue by activity (as a % of total revenue)

6%Metal

23%Energy

15%Concessions

24%Construction

3%Property

29%Public Works

2008

20072006

2009

2010

Consolidated cash flowse million

Change in consolidated revenue (e million, excluding IFRIC 12)

Consolidated revenue by activity (excluding VAT)

(e million) 2009 2010 Change

Construction 3,704 3,620 – 2.3%

Of which Property 531 456

Public works 3,731 3,888 + 4.2%

Energy 3,194 3,094 – 3.1%

Metal 706 737 + 4.3%

Total contracting 11,335 11,339 + 0.0%

Concessions (excluding Ifric 12) 1,898 1,991 + 4.9%

TOTAL GROUP (excluding Ifric 12) 13,233 13,330 + 0.7%

Of which

France 11,159 11,185 + 0.2%

Rest of Europe 1,959 2,046 + 4.4%

Rest of world 115 99 – 13.9%Construction revenue of Concessions (Ifric 12) 365 306 n/s

12,59

6

13,22

6

13,2

33

13,33

0

10,7

45

86%

14%

81%

19%

81%

19%

84%

16%

84%

16%

2008

20072006

2009

2010

1,043

1,032

982

1,000

875


Shareholderand market information

Listing:

Compartiment A, Euronext Paris

ISIN code:

FR 0000 130452

Nominal value:

e4

Eligible

for deferred settlement service

(Service à Règlement Différé – SRD) and

for inclusion in French personal equity plans

(Plans d’Epargne en Actions – PEA)

Indices

SBF 120®, CAC MID 60® and Euronext FAS IAS

Codes

Bloomberg: FGR FP

Reuters: FOUG. PA

Eiffage share price performance since 2006(rebased to SBF 120 and ICB Construction & Materials indices)

01-2

006

01-2

007

01-2

008

01-2

009

01-2

010

01-2

011

03-0

3-20

11

100

150

200

250

300

Eiffage share

SBF 120 index

ICB Construction & Materials index

2008

20072006

2009

2010

Number of shares

Earnings per share (excluding minority interests) (1)

Net dividend per share

(1) 2006 and 2007 EPS have not been restated to refl ect the application of IFRIC 12

50

Eiffage share Change in earnings and dividend per share (€)

93,172,33893,183,342

91,583,34290,000,000

90,000,000

4.29

1.001.20

1.201.20

1.20

10.85

3.23 2.182.67

EIFFAGE GROUP16

Eiffage share: monthly average daily trading volume (Euronext Paris)

Shareholder structure at 31 december 2010

8.3%Eiffaime

6.2%Groupama

20%FSI

35.8%Free float

26.2%Employees

3.5%Shares held in treasury

01-2

006

07-2

006

01-2

007

07-2

007

01-2

008

07-2

008

01-2

009

07-2

009

01-2

010

07-2

010

01-2

011

TRADINGVOLUMES

1,750,000

1,500,000

1,000,000

500,000

172010 ANNUAL REPORT

Commitmentsand sustainable development

EIFFAGE GROUP18

“Red, white and blue”: this image of a scarlet dragonfly (crocothemis erythraea) was one of the 24 prize-winning entries in the “Biodiversity” photography competition for Eiffage employees in 2010. More than 1,600 photos were submitted to the Group’s Sustainable Development

departments, resulting in a fascinating but very difficult selection process. This competition illustrates Eiffage’s numerous initiatives and commitments aimed at promoting biodiversity.


Strong, lasting valuesEiffage’s employees are guided by a common,

unifying Charter of Values, which was drawn up

in 1991 to embody the Group’s commitments

to internal and external stakeholders. These values

were redefined and restated three years ago,

and the Sustainable Development department

set out to clarify Eiffage’s ethical policy in 2010

by producing an “Ethics and Commitments” booklet

describing the various components of the Group’s

deontological policy. This booklet covers issues such

as fair competition, respect for individuals and

suppliers, environmental protection, compliance with

international commitments and the implementation

of internal and independent safeguards.

Eiffage owes these unifying values in part to

the extraordinary dedication of its employees,

who through their participation in the Sicavas unit

trust have, over the past twenty years, helped to set

the Group apart from other companies. Although

2010 was a challenging year from an economic

perspective, some 29,000 employees chose to invest

a total of e141 million in their company. In return

for this unwavering confidence, Eiffage is committed

to its employees on every front, and above all in

the area of safety, where the Group has developed

a rigorous risk prevention policy over the years,

with the dual objective of ensuring compliance with

safety obligations and working towards zero-accident

operation.

In keeping with this approach, APRR - already

the motorway operator with the lowest employee

accident rate in France - launched an extensive risk

prevention campaign in 2010, with the slogan

“We are all responsible for safety”.

In addition to safety training, the company focuses

on training leading to qualifications, combined

with a programme of vocational qualifications

that officially acknowledges skills acquired by

workers “on the job”. Eiffage also operates regional

training centres for managers, where the number

of participants increased significantly (+46%).

Furthermore, the Eiffage Institute ran its customary

two sessions. Over the past eight years, more than

230 high-potential managers have followed a

syllabus equivalent to an adapted MBA, taught by

staff from the Essec international business school.

Eiffage harnesses a combination of dedication and innovative flair to anticipate changes arising out of new regulations, and goes the extra mile by striving for performance without compromising on issues of sense and responsibility.

Commitments and sustainable development

Sense and responsibility

Proportions of men and womenin the total workforce

11.5%Women

88.5%Men

among managers

13.6%Women

86.4%Men

EIFFAGE GROUP20

Lastly, Eiffage supported several thousand young

people on work-study courses in 2010, with certain

divisions (Eiffel and Eiffage Travaux Publics) opting

to set up their own training centres.

Regarding diversity, the Group redoubled its efforts

to standardise best practices in 2010, in particular

by implementing the PADEC diversity and equal

opportunities action plan. This action plan sets out

targets for recruitment parity and equal treatment

of men and women. In addition, an experimental

mentoring programme is being run, with ten pairs

of mentors (each comprising a man and a woman)

overseeing thought-provoking exercises for ten

mentorees. At the start of 2010, PADEC also defined

areas for improvement in terms of management

of older employees, helping them to manage their

careers and continue working. Lastly, after running

an extensive awareness-raising campaign in 2009,

Eiffage asked the various divisions to set quantified

targets relating to the employment of disabled

workers in April 2010.

Eiffage and its current and retired employees are

also involved in numerous environmental, vocational

and social inclusion initiatives via the Eiffage

Foundation, which was set up in 2008.

The Foundation achieved its target for 2010,

supporting 22 new projects and providing more

than e290,000 in funding. Two flagship projects

deserve a special mention: the restoration of a

façade at the Palais Garnier in Paris, and the signing

of an agreement with Solidarités Nouvelles

pour le Logement, a charity specialising in housing

for people without secure homes.

Reducing the Group’s ecological footprint Eiffage is acutely aware of the importance

of controlling its ecological footprint, and is working

to accelerate the break with former practices.

In respect of greenhouse gas emissions, for example,

the Group has implemented a whole range

of measures, including producing transport plans

to reduce car use, optimising coated aggregate

production at Eiffage Travaux Publics, which was

responsible for large quantities of emissions,

promoting eco-driving and renewing the Group’s fleet

of company cars, and deploying drive-through toll

barriers on the APRR motorway network, for

example. In addition to these measures, Eiffage

is designing a range of environmental comparators.

These comparison tools, which are being

incorporated into the Group’s sales offer,

are able to accurately calculate the greenhouse gas

emissions inherent to each variant of a business

proposal, enabling the customer to make choices

based on objective criteria.

It is becoming rare for requests for proposals not to

require a carbon emissions assessment. Accordingly,

when preparing tenders for major infrastructure

projects, Eiffage works with a carbon footprint project

team that studies the general organisation of the

project and the choice of processes, materials and

suppliers during the design and construction phases.

In an industry first, Eiffage devised the carbon

arbitration fund for its tender for the Bretagne – Pays

de la Loire high-speed rail project. This e6 million

fund will enable Eiffage to finance any alternative

construction methods that help to achieve the goal

The full Eiffage Sustainable Development Report

is available as a separate document.

Changes in the number of disabled Eiffage employees (DOETH form)

Changes in recruitment between 2009 and 2010

1 043

875

+ 13.

1%

+ 13.

9% + 16.

8%

1 043

+ 13.

5%

+ 18.4

%

Between 2008 and 2009

Between 2007 and 2008

Young employees (<30 yrs) Fixed-term

contracts Permanent contracts


of decreasing carbon emissions by 20% during the

construction phase – even if the lower-carbon

solution is more costly.

Eiffage also strives to limit the impact of its activities

on biodiversity and endangered species. The

Biodiversity Charter produced in 2009 was

implemented in the course of 2010, and the Group

made a formal commitment to the International

Union for Conservation of Nature (IUCN) as part of

the Countdown 2010 initiative. In this context, Eiffage

also finalised the creation of the first academic chair

on interactions between biodiversity, the environment

and large infrastructures (at University of Paris

I-Panthéon-Sorbonne). The Group also enhanced

its corporate communication on biodiversity by

supporting initiatives such as the publication of the

IUCN’s atlas of biodiversity in the French-speaking

world, and shared its experience of environmental

offset practices, acquired during the A65 motorway

project (at the WWF summer university and in a

working group set up by the Centre d’Analyse

Stratégique to study the issue of preserving

biodiversity in public sector investment projects).

This experience was documented by the IUCN in a

brochure describing 20 particularly successful

biodiversity initiatives around the world. A wide

variety of other initiatives were also carried out over

the course of the year, including awareness-raising

among stakeholders (via an in-house photography

competition on the theme of biodiversity), support

for scientific research (e.g. a thesis examining

genetic dispersion in amphibians on either side

of the A6 motorway, and European research into

the spread of chytridiomycosis in batracians),

information campaigns (including the inaugural

in-house biodiversity preservation challenge run

by Eiffage Travaux Publics), and audits to provide

baselines for appropriate action (e.g. biodiversity

observatory at Eiffel’s manufacturing site in

Lauterbourg)

Sustainable construction Sustainable construction consists in delivering high

performance with minimal environmental impact at

an acceptable cost. Considerable emphasis is placed

on innovation and on synergies between different

Eiffage businesses. A wide range of exclusive

processes, practices and innovative products have

Commitments and sustainable development

Preparing for the futureEiffage has been pursuing a prospective research and development strategy since 2007, focusing on change management and sustainable urban development that anticipates and makes allowance for climate change. This programme, named Phosphore, involves engineers from all Group businesses, assigned to virtual projects with very strict specifications: renewable energy only, minimal water, air and energy intake, efforts to minimise greenhouse gas emissions, etc. In October 2010, Phosphore move into its third phase, leaving the Arenc area of Marseille for a new “virtual sandpit” in Strasbourg. This exercise in out-of-the-box thinking, launched in October 2010, is scheduled to end in June 2011 with the finalisation of a “high quality of life” (Haute Qualité de Vie® - HQVie®)

22 EIFFAGE GROUP

1,930 hectares of environmental offset areas

been developed by the Group’s divisions in order

to achieve these objectives.

For example, Eiffage Travaux Publics is innovating in

several areas, including introducing energy-efficient

on-site processes that halve energy consumption

and greenhouse gas emissions, recycling road

surfaces, and developing ever more hardwearing

surfaces and high-performance materials.

Eiffel, via its subsidiary Goyer, has focused its efforts

on improving the energy performance of building

elevations by implementing a concept developed

as part of the Phosphore project: AAA elevations,

which incorporate automatic building climate

control devices into a competitive conventional

joinery system.

Forclum, which is a major player in the energy

efficiency market, is developing remote

measurement and remote management systems

for controlling energy costs - for applications

such as remote street-light control, and remote gas,

electricity and water meter reading - while APRR

is reducing energy consumption by motorway

infrastructure by introducing adjustable-brightness

lighting and making more widespread use of LEDs.

Lastly, Eiffage Construction is continuously

developing its energy performance expertise,

in particular by using new materials to provide

outstanding insulation for building envelopes.

Eiffage’s various businesses are also working hard

to limit water consumption and improve the quality

of discharged water. For example,

Eiffage Construction is to build a new water

production plant in Pleurtuit in 2011, which

will be the first tap water production facility to obtain

the HQE® high environmental quality label.

Energy performance improvement works were

carried out at numerous educational institutions

in 2010. For example, the Centre regional authority

issued an energy performance contract to insulate

and renovate renewable energy

facilities at 18 secondary schools,

and then operate them with a

target of decreasing energy

consumption by 40% and

greenhouse gas emissions by

50%. Renewable energy produced

by the schools will make up 14%

of their final energy consumption.

sustainable construction baseline that is directly applicable to standard projects. HQVie®, which emerged from the Phosphore research, favours a systemic approach to the design of urban development projects that upholds the highest standards of sustainable development and addresses the various criteria that make a sustainable city. These criteria include making allowance for specific local characteristics, and managing flows of energy, waste, water and people in a restrained, rational manner. The concept, which was registered with the French intellectual property institute (INPI) in 2008 and 2009, is already being trialled in tenders. Phosphore also implemented processes patented by R&D teams from the various Eiffage divisions, which regularly demonstrate their dynamic approach to innovation. For example, APRR, which is

involved in developing intelligent transport systems in Europe, notably as part of the Easy Way programme, which aims to reduce traffic congestion and carbon emissions. Clemessy is carrying out a variety of projects that will help to achieve the objectives of the Grenelle II environmental summit: electric vehicles and aircraft, energy management solutions, predictive maintenance for renewable energy production facilities, etc. In 2010, R&D staff at Eiffage Construction, which is actively involved in Phosphore III Strasbourg, patented Sisec®, an innovative exterior thermal insulation system designed for the renovation market and for low-energy buildings. Eiffage Travaux Publics has R&D teams working on numerous ambitious projects, including TRACC - a cross-border initiative on adapting road construction techniques to combat climate

change by reducing the greenhouse emissions generated by infrastructure works - and MIRIAM, a European project to develop a “low consumption” road surface. At Eiffel, innovation culture is an everyday reality and an integral part of the business model of this company, which is renowned for exceptional projects such as the mega-beams at Lille Métropole stadium and the unsupported viaduct over the Grande Ravine on Reunion Island, which won an award in 2010. Last but not least, Forclum focussed its innovation efforts on optimising energy performance in the commercial sector, on low-energy buildings in the infrastructure sector, and on clean transport, enhancing the urban environment and ongoing R&D activities relating to power generation systems.

The full Eiffage Sustainable Development Report

is available as a separate document.


Concessions and PPPEiffage Concessions reasserted its

role as a builder and concession

operator of motorways and other

large infrastructure, public facilities,

buildings and urban developments.

APRR and AREA operate motorways

and toll structures under concession

from the State.

Construction Eiffage Construction marshals all

Eiffage businesses relating to urban

development, property development,

construction, maintenance and

facility management, providing

customers with full-spectrum

expertise and a multi-product

offer based on innovative,

environmentally-friendly solutions.

Activities

24 EIFFAGE GROUP

Public Works Eiffage Travaux Publics has expertise

in all businesses relating to road

and rail construction, civil engineering,

drainage and earthworks, and is also

a leading supplier of aggregate,

binders and coated aggregate.

Energy Clemessy and Forclum, specialising

in electrical engineering, HVAC

and process automation, provide

comprehensive turnkey solutions

including the design, construction,

operation and maintenance of special-

purpose and multi-technical facilities

for all sectors of activity.

MetalEiffel applies its expertise in all areas

of metallic construction, including

engineering structures, elevations,

buildings, mechanical engineering,

offshore structures, boiler-making,

industrial maintenance, valves

and pipe systems.


Concessions and PPPEIFFAGE GROUP26

The synergies between Eiffage’s different areas

of expertise came into their own in 2010 when

they were harnessed in a number of concession

and public private partnership (PPP) projects.

For instance, the A65 Pau-Langon motorway was

handed over in December, setting a new benchmark

for environmentally sound construction practices.

Other examples include the launch of commercial

services on the Perpignan-Figueras railway line,

which is the first high-speed rail link between

France and Spain, and the handover of the Southern

Paris Region hospital centre at the start of 2011.

The outlook for 2011 is just as bright, as a result

of the good progress made on projects such as Lille

Métropole stadium (for which the symbolic first

stone was laid in September 2010), the new national

police headquarters and the decision to award

Eiffage the contract for the Bretagne–Pays

de la Loire high-speed rail link.

€1,991million

in revenues

The Eiffage brand of expertise

The Southern Paris Region hospital centre is a flagship institution serving a population of 600,000.


Participating interests

51% COMPAGNIE EIFFAGE DU VIADUC DE MILLAU

36% NORSCUT

33% TUNNEL PRADO CARENAGE

50% TP FERRO

65% A’LIENOR

41.5% TUNNEL PRADO SUD

100% SENAC (Dakar-Diamniadio motorway in Senegal)

100% EIFFAGE LIPPE (Road maintenance for the Lippe district in Germany)

100% EIFFAGE CONNECTIC 78 (Broadband connectivity in Yvelines)

100% YVELINES CONNECTIC (Broadband connectivity in Yvelines – Second network)

81% CONNECTIC 39 (Broadband connectivity in Jura)

81% ALLIANCE CONNECTIC (Broadband connectivity in Belfort-Delle-Héricourt-Montbéliard)

81% ARMOR CONNECTIC (Broadband connectivity in Côtes-d’Armor)

81% CAPAIX CONNECTIC (Broadband connectivity in Pays d’Aix-en-Provence)

50% AD’TIM (Broadband connectivity in Drôme-Ardèche)

More than 30 Eiffage

employees are now providing

maintenance services

(and will continue to do so

for some 25 years) at four

prisons, located in Béziers,

Corbas, Nancy and Roanne,

which were handed over

between 23 September 2008

and 23 July 2009. The new

police station in Châteauroux

was handed over on

19 January 2010, and is now

being operated and

maintained by Eiffage.

Work continues apace at

the new national police

headquarters under

construction in Issy-les-

Moulineaux, which is on target

to meet the scheduled

completion date in the autumn

of 2011. Extensive engineering

studies for building PPP

projects were also conducted.

Eiffage won the contract for

a secondary school in Jarny

(involving a e58 million capital

investment and 20-year

operating period) and the

energy performance contract

for the secondary schools in

the Centre region (e36 million

investment with a 15-year

operating period). Throughout

the year, Eiffage teams

working with Foster and

Partners, EADS and Elior

studied the project to relocate

the Ministry of Defence to the

Balard site in Paris, and

submitted their final proposal

on 11 January 2011. In

Belgium, Eiffage and Eiffage

Benelux, in partnership

with DG Infra+, continued

the engineering studies

for the PPP projects

for prisons in Leuze-en-

Hainaut (Mons) and Marche-

en-Famenne (Charleroi).

The relevant technical

proposals were submitted

on 23 December 2010,

followed by the financial

proposals on 9 February 2011.

In infrastructure engineering,

design studies were carried

out in 2010 for the A63 and

A150 motorways as well

as the Vichy road bypass,

and an initial proposal was

submitted for the Nîmes and

Montpellier rail bypass project.

The big highlight of the year,

however, was the Bretagne–

Pays-de-la-Loire high-speed

rail project, for which the

Board of Directors of Réseau

Ferré de France (RFF)

announced Eiffage as its

preferred bidder (see inset).

RFF’s choice of Eiffage is

consistent with the Group’s

sustained activity in the area

of turnkey rail infrastructure

construction projects, which

began with the signing,

on 17 February 2004, of the

concession agreement for

the Perpignan-Figueras

high-speed railway line,

awarded to TP Ferro, a

joint-venture between Eiffage

and the Spanish company,

ACS. Although the works

for this line, representing an

investment of e1,100 million,

were completed on schedule

by 17 February 2009, there was

a hiatus while the Spanish rail

administrator, ADIF, built

the interconnection in

Figueras to enable trains

to use it. This interconnection

was completed on

19 December 2010 and

high-speed trains now run

between Paris and Figueras

in under five and a half hours.

In Germany, the Lippe district

road maintenance PPP

project, for which the contract

was signed in August 2009,

received the road-related PPP

innovation award from

the federal authorities in April

2010. Work on the Dakar-

Diamniadio motorway

is now underway and the

financial close was completed

on 14 November 2010.

Security, defence and education - Numerous completed, ongoing and pending projects

Road and rail infrastructure - Domestic and international success

EIFFAGE GROUP28

THE BRETAGNE-PAYS DE LA LOIRE HIGH-SPEED RAIL PROJECT

The initial proposal for the Bretagne–Pays de la Loire high-speed rail project was submitted on 16 December 2009. Following a question-and-answer phase, Eiffage and the two competing consortia were invited, in April 2010, to take part in a cycle of negotiations leading to the submission of a final proposal on 13 October. On 18 January 2011, the Board of Directors of Réseau Ferré de France (RFF) announced Eiffage as the preferred bidder for this 25-year PPP project involving the construction and maintenance of 180 km of new high-speed railway line and 30 km of interconnections, which will cut journey times between Paris and Rennes to less than 90 minutes. RFF and Eiffage are aiming to sign the contract by the end of the first half of 2011, with a view to completing the work by the autumn of 2016.

Eiffage had a very busy year in

the area of hospital-related

PPP projects: the hospital in

Rennes was handed over on

28 February, and work on the

445-bed hospital in

Annemasse proceeded in line

with the schedule, which

specifies a handover on 21 July

2011. By 31 December, the

facility was wind- and

water-tight and all work was

nearing completion, making

way for the preparatory

operations for the acceptance

procedure in March 2011.

Lastly, work at the thousand-

bed Southern Paris Region

hospital centre has now

concluded, and the hospital

was handed over on

17 January 2011, as stipulated

in the contract. After four

years of engineering and

construction work, Eiffage

has completed Europe’s

largest hospital PPP and will

now maintain it until 2041.

Eiffage has been awarded a

number of delegated public

service contracts relating to

broadband communications

networks, under which more

than 3,000 m of fibre optic

cables have been laid. The

networks in the Aix-en-

Provence urban area and in

Meurthe-et-Moselle have

begun operation. Alliance

Connectic, a subsidiary of

Eiffage responsible for

ultra-broadband services in

the Belfort, Montbéliard,

Héricourt and Delle urban

area, has launched all

the services provided for under

the agreement. Work

by Yvelines Connectic is

continuing, with the aim

of completing the installation

by the end of 2011. The

networks in Côtes-d’Armor

and Drôme–Ardèche are being

finalised. Eiffage Connectic 78

continues to deliver highly

satisfactory results and offers

good potential for extensions.

Intense activity involving hospital PPP projects

Broadband networks - More than 3,000 m of fibre optic cables laid

15.77% SEQUALUM (Broadband connectivity in Hauts-de-Seine)

19% MEMONET (Broadband connectivity in Meurthe-et-Moselle)

100% OPTIMEP 4 (Prisons)

100% HEVEIL (South Paris Region hospital centre)

100% H’ENNEZ (Rennes hospital centre)

100% HANVOL (Annemasse-Bonneville hospital centre)

100% SOPRANO (Plessis-Robinson market)

100% CENTOR 36 (Châteauroux police station)

100% ELISA (Lille Métropole stadium)

100% EIFFIGEN (National police headquarters in Issy-les-Moulineaux)

100% EIFFICENTRE (Energy performance at 18 schools and 4 administrative buildings)

100% EIFALTIS (Lille Métropole stadium - annexes)

€€

€14,763 million

Combined value of assets


The A65 Pau-Langon motorway opens to trafficIn southwest France, Eiffage built the 150 km, A65 “Gascony” motorway in a record-breaking two-and-a-half years. This new motorway, the first to be built since the Grenelle

After obtaining planning

permission in December 2009,

and following 13 months of

public enquiries and

administrative procedures,

construction work on Lille

Métropole stadium began at

the end of March 2010 with the

driving of 1,800 foundation

piles. These reinforced

concrete piles were anchored

at depths of 15 m to 20 m,

after completion of the

earthworks, which involved

moving 480,000 m3 of soil.

Prior to that, preparatory work

had been conducted to fill in

the disused chalk quarries

underneath the site. The

preparations involved injecting

68,000 m3 of grout, flattening a

hill and treating the soil –

350,000 m3 of earth was

examined with 220,000

chemical analyses carried out.

Since March, work has

progressed uninterrupted at a

rapid pace, with the Group’s

various businesses working in

parallel at the site. In June and

July, 2010, assembly work

started for the two mega-

beams that will support the

moving roof, and for the four

sections of the steel roof. For

safety reasons, this work was

carried out at ground level.

Together with the retractable

pitch surface, the moving roof

makes the stadium unique by

enabling it to be configured as

a “showcase”, ideal for indoor

sports, musical events and

other forms of live

entertainment. The first

Lille Métropole stadium takes shape

EIFFAGE GROUP30

environmental summit, is now open to traffic.

No fewer than 162 engineering structures, including 15 viaducts, were created to make this major linear infrastructure “transparent” to human and wildlife movements as well to as the natural flow of water. Eight junctions and two interchanges provide access to local communities and to the national motorway network, supporting economic development in the areas crossed by the road.

A total of 1,372 hectares of natural habitat have been restored in order to offset the impact on biodiversity of building and operating the A65. Eiffage is also committed to curating those areas throughout the concession term and is providing e1.5 million in funding for restoration programmes for endangered species. Eiffage, via its A’Liénor subsidiary, is to operate and maintain this major new route through the Aquitaine region for the next 56 years, on a delegated public service basis.

1,372 hectares

of natural habitat restored

MILLAU VIADUCT

Some 4.8 million vehicles drove over the Millau viaduct in 2010, representing a year-on-year increase of 1%. This global increase was made up as follows: +4.1% for heavy goods traffic and +0.7% for light vehicles. In all, 385,000 heavy goods vehicles travelled over the viaduct in 2010, i.e. an average of more than 1,000 lorries per day, representing 8.1% of total traffic. An advertising campaign aimed at haulage companies was run for the fourth year in succession, to encourage hauliers to use the most direct route between the Paris region and southern France, particularly as the connection of the A75 and A9 motorways means that is now possible to drive between Paris and Béziers without ever leaving the motorway. A new daily record of 62,931 crossings was set on 31 July, and it was also in July that the 25 millionth vehicle crossed the viaduct - one month after the introduction of a drive-through remote toll charging service.

2010 - AN EXCELLENT YEAR FOR NORSCUT

In Portugal, Norscut, the concession operator for the A24 motorway, reaped the benefits of a strong recovery in 2010. The early signs of an upturn in traffic detected in late 2009 were confirmed in spectacular fashion, and year-on-year growth of 18.2% was achieved.The A24 was also connected to the Spanish motorway network on 19 June, and a fourth service station also opened to the public in 2010.

terraces were installed in

September, with the symbolic

first stone being laid on the

27th of that month,

highlighting the rapid rate of

progress. The two mega-

beams, each 180 m long and

weighing 1,800 tonnes, were

pivoted at right angles into

their final positions during the

autumn. Lastly, in December,

the first of 66 “stepped”

sloping beams running along

the terraces were installed on

level 2 (corresponding to the

upper terraces). The next

major milestone will be

achieved in late spring 2011,

when the 7,400 tonne roof is

lifted in one piece to a height of

27 m. When the stadium is

handed over in the summer, it

will be the only venue of its

kind in the world, with a

capacity in excess of 50,000,

and 30,000 in its “showcase”

configuration. In parallel to the

construction activities for the

stadium itself, planning

permission was granted for

the annexes in August 2010,

and work got underway in

November. These annexes,

which will have a combined

floor area of approximately

18,800 sq. m, will include a

127-bedroom Park Inn

three-star hotel, a 99-bedroom

B&B two-star hotel, serviced

accommodation managed by

Sergic, a fitness training

centre for injured athletes

managed by Générale de

Santé, almost a dozen

restaurants and 350 parking

spaces spread over two levels.

This development, which is

being built be Eifaltis under

the terms of a property

development contract with

Eiffage Immobilier Nord

Pas-de-Calais, will help to

ensure that the area around

the stadium remains a lively,

vibrant neighbourhood at all

times.


APRR32 EIFFAGE GROUP

Harsh weather conditions - both at the start of 2010,

when the winter months saw exceptionally heavy

snowfall, and again at the end of the year, when

winter set in particularly early - naturally affected

the APRR group’s activity, but traffic levels

on the network nevertheless increased in 2010,

with a particularly marked upturn in heavy goods

traffic reflecting the nascent economic recovery.

Investment for the APRR and AREA management

contracts began in earnest in 2010, in order

to accelerate the development and modernisation

of their respective networks. Work continued

on three major projects in 2010:

❑ The Les Échets/La Boisse section of the A432

motorway, built to relieve congestion in north-

east Lyon, which opened to traffic at the start

of February 2011;

❑ The Mâcon southern bypass (A406), which opened

in early March 2011;

❑ An access road for Montluçon from the A71 (A714)

motorway, which is scheduled to enter service

in the spring of 2011.

Improving safety, extending the network,

enhancing the service offering and improving

economic performance are the four major

objectives of Eiffage’s strategy.

3,981 employees

€1,940million

in revenues

21billion

kilometres travelled

Mobility and peace of mind

The Liane A41 North motorway linking Haute-Savoie and Switzerland is a state-of-the-art infrastructure.


Watching out for the people who watch out for youThe APRR ran its first campaign focussing on the men and women who work all year round to keep motorists safe.The safety and wellbeing of motorists is the prime concern of more than

Blending the network into its environmentA significant share of capital expenditure relates to the

treatment of runoff water, noise protection and measures

to preserve biodiversity. These investments concern

the new sections currently under construction as well

as the network already in operation.

Operational performance

improved again in 2010.

All-vehicle traffic carried by

the APRR group increased by

2.6% in a general context of

modest economic recovery,

and revenues rose by 4.3%.

APRR is taking all appropriate

steps to consolidate the

productivity gains achieved

through the modernisation

of toll barriers, and to help

personnel adapt to new

organisational arrangements,

thereby reducing operating

costs per kilometre travelled.

The EBITDA and EBITDA

margin continued to increase,

reflecting the group’s choice

of a profitable, sustained

growth model.

Moving forward without compromising on commitments

The APRR group pursued its

multi-year effort to improve

the safety of its customers and

employees in 2010. The injury

rate remained stable between

2009 and 2010 but the number

of fatalities across the network

increased (to 39 dead, from 31

in 2009), probably as a

consequence of the marked

recovery in heavy goods traffic.

A number of significant

improvements were made to

the network in 2010, including

the completion of widening

work to add a third

carriageway on the A31

motorway between Beaune

and Langres, and the opening

of a new junction in Seynod on

the A41 south of Annecy. In

addition to these infrastructure

investments, many other

practical initiatives were

implemented, including

the development of video

surveillance systems to

enhance traffic management,

carrying out more frequent

full-scale safety exercises,

particularly in tunnels; and

awareness-raising campaigns

on topics such as wearing

seatbelts in the back seat,

winter driving and lack of

vigilance by drivers, which is

responsible for 35% of road

traffic accidents. The sense of

customer service is crucial in

the motorway business,

dictating how the Group’s

activity is organised. This

consideration prompted a wide

range of initiatives, including

managing lorry parking space

usage more effectively by

installing sensors that provide

information via variable-

message signs to drivers

approaching service areas;

improving the quality of service

provided at customer facilities;

informing motorists about

roadworks by e-mail;

enhancing service areas; and

organising events and

activities during holiday

periods.

Safety first at all times

EIFFAGE GROUP34

In 2010, the Group began an

active process of modernising

its toll stations by

implementing drive-through

remote charging.

Remote charging was used for

almost 45% of payments in

2010 (compared with 42.5% in

2009); the rapid growth of this

charging solution was driven

by the rollout of subscription

packages for light vehicles.

The Group pursued a proactive

remote charging badge

marketing strategy, resulting

in a significant rise in sales. As

at 31 December 2010, Eiffage

had a portfolio of 893,000

badges. Drive-through remote

charging equipment has

already been installed at five

toll stations (Dijon-Crimolois,

Pérouges, Chignin, Saint-

Éxupéry and Seynod), and a

larger-scale rollout at toll

barriers will begin in 2011. The

new charging method is very

popular with drivers, since it

means that they no longer

need to stop at the toll station,

which also enhances safety

and reduces carbon dioxide

emissions. By the end of 2010,

121 of the Group’s 145 toll

stations were wholly or partly

remotely operated.

The toll charging business has

changed radically, and

agreements have been signed

to govern changing work

practices and enable the

development of new skills to

safeguard jobs.

Modernising toll charging systems - Rolling out drive-through remote toll stations

500 people working around the clock on the APRR and AREA networks. In the course of their duties, they are directly exposed to the hazards inherent to motorway traffic, which mean that any intervention can have the severest of consequences. The aim of this campaign is to raise awareness among drivers and achieve the ultimate objective

of zero accidents. Sixteen employees volunteered to embody the image of the Group via this large-scale information campaign.Since June 2010, their faces appear on the rear of the Group’s 500 vans, accompanied by a powerful slogan: “Watch out for his life - he (or she) is protecting yours”

More than 500people

work on the APRR and AREA networks

INTERVIEW

Olivier Perroux, operations supervisor, is in charge of project management for the drive-through remote toll charging programme.

Drive-through remote toll charging, which features in the draft bill arising out of the Grenelle environmental summit, is specified in the two management contracts entered into with the State and covering the period 2009-2013. It represents a major step forward in terms of smoother traffic flows for subscribing cars and lorries. The technical specifications of a drive-through remote charging solution set it apart from a conventional remote charging system. An intelligent device - in effect a type of antenna - is installed 24 metres in front of the barrier. When a vehicle reaches it at a speed of 30 km/h, this sensor reads the badge displayed in the vehicle and allows it to pass the barrier. The opening of the barrier is carefully timed to control vehicle speeds.

Implementing remote charging does not require any changes to the toll station’s equipment or operation, and maintenance personnel are the only employees who must familiarise themselves with a new operating procedure. By the end of 2013, this new service will be available to remote charging subscribers at seven AREA barriers, and at 22 APRR toll stations and 10 barriers.

What exactly is drive-through remote charging?


Construction36 EIFFAGE GROUP

14,903 employees

€3,620million

in revenues

€4,620million

in orders

Workers at the site of Eiffage Construction’s new head office in Vélizy, which is scheduled for completion in autumn 2011.

Eiffage Construction is a major player in the European

construction industry, with expertise in all businesses

relating to urban development, property development,

construction, maintenance and facility management.

The company has strong roots in France, with 11

regional departments, as well as operations in the

Benelux countries, Portugal, Poland, the Czech

Republic and Slovakia.

Eiffage Construction has the operational capability to

handle large development projects and public-private

partnerships (PPP) involving innovative,

environmentally-friendly solutions.

The company is attentive to the needs of its customers

and partners, providing them with a comprehensive,

multi-product offering that includes support extending

from the project design stage to maintenance of the

completed project. Working together to build differently

is the Eiffage hallmark.

Building a European brand based on an innovative,

comprehensive offering


Eiffage Immobilier is converting the Hôtel-Dieu hospital in LyonThe news came in October that Eiffage

Immobilier had been selected by Lyon

council to convert the Hôtel-Dieu hospital

Eiffage Construction

possesses the multi-faceted

expertise required when

designing and building public

facilities. The company assists

the State and local authorities

in a wide range of fields

throughout France, whether

operating via design-and-build

contracts or public-private

partnerships led by Eiffage. As

well as handing over police

stations in Pont-l’Évêque and

Châteauroux, which are now

being operated by Eiffage

Construction Services, the

Group built France’s first

bioclimatic railway station,

located in Bellegarde-sur-

Valserine in the Ain

department, for the rail

operator SNCF. Meanwhile,

construction work continued

at the new national police

headquarters in Issy-les-

Moulineaux, which is

scheduled for handover in late

2011. In the healthcare sector,

Eiffage Construction

consolidated its expertise by

delivering a new medical

technology centre at Rennes

hospital, building a retirement

home in Masseube in Gers,

and conducting trial

operations at the Southern

Paris Region hospital centre in

Corbeil-Essonnes, which is

the largest hospital PPP

project in Europe. Capitalising

on the wealth of experience

gained from these projects,

the company is continuing

work on the Alpes-Léman

hospital centre and the health

centre in Saint-Nazaire, which

are due to be handed over in

mid-2011 and early 2012,

respectively.

Prompted by the desire to

receive feedback from

employees, the Management

Board of Eiffage Construction

commissioned an opinion

survey in 2010. The high

response rate (in excess of

69%) and the results obtained

revealed a deep sense of

commitment by employees

and a particularly high level of

satisfaction that management

is striving to consolidate via a

continuous improvement

strategy. The disabilities policy,

which was developed with

considerable involvement by

General Management, has now

been implemented throughout

Eiffage Construction in

accordance with the

agreement reached with

Agefiph in 2009. Eiffage

Construction is a disabled-

friendly company. In the area of

risk prevention, the “Domino

Effect” initiative continued in

2010, and a national action

plan was also implemented.

This entailed the introduction

of a dedicated procedure prior

to the works phase of each

project, together with technical

measures agreed with

Equipment and Process

Planning departments. The

long-term goal is to achieve an

accident frequency (LTIR)

rating of less than 20. Eiffage

Construction’s action in terms

of management, integration

and risk prevention illustrates

the company’s firm view that

people are the cornerstones of

its business.

Public facilities - Expertise in a wide range of complex operations

Human resources - People are the backbone of our business

EIFFAGE GROUP38

After handing over the

Languedoc building in Rennes,

which was the first apartment

development in the region to

obtain the BBC energy efficiency

label acknowledging annual

consumption of less than 34 kWh

per sq. m, Eiffage Construction

rolled out its offering in terms of

high energy performance homes

for the private and social housing

sectors. Work is now underway

on the first EcoEco (eco-friendly

and economical) developments,

which include 72 starter homes

in Peypin in the Bouches-du-

Rhône department. The pilot

development for the H2CO range

of optimised cost and

consumption homes, comprising

55 housing association homes

located in Vannes, is also under

construction. The momentum

that was a feature of 2010 was

also reflected in the many

innovative developments by

Eiffage Immobilier, resulting in

off-plan reservations for nearly

3,000 homes. As Eiffage

Aménagement continued its

development work in mixed-

development areas in Asnières-

Quartier-de-Seine and the

St-Eloi neighbourhood in

Wissous, near Paris, projects

were being launched for other

mixed-development areas,

including a 500-home eco-

quarter in the Les-Hauts-de-

Joinville area. Also in 2010, a

number of BBC and THPE

energy-efficient housing

developments were released to

the market, including in Melun

and Saint-Denis, illustrating the

fact that intelligent energy

management is a central feature

of the properties developed by

Eiffage Immobilier.

With a land bank suitable for

more than 5,000 homes, Eiffage

Immobilier’s offering in terms of

energy-efficient homes is set to

grow strongly throughout France

in the coming years.

Energy-efficient homes take centre stage in 2010

into a hotel complex featuring a

five-star hotel for the Intercontinental

group, together with upmarket retail

stores, a conference centre and

auditorium, offices and botanical

gardens. Work to renovate the 62,000

sq. m facility will begin in 2012, with

the completed centre scheduled to

open in 2016. By securing this

prestigious conversion contract, the

Group once again demonstrated its

ability to handle ambitious composite

projects, such as the Colbert

development in Nevers, which was

handed over in 2010, or the Grand

Carré de Jaude centre now being

developed in Clermont-Ferrand,

which will have a floor area of 51,000

sq. m, accommodating a shopping

centre, a cinema, nearly 200 homes,

a 126-bedroom hotel, offices and a

tourist residence.

62,000 sq. m

Hôtel-Dieu hospital conversion in Lyon

INTERVIEW

François Jullemier, Vice-President of Eiffage Construction

What is Eiffage Construction’s position regarding sustainable development?Including sustainable development in our businesses - via eco-design and eco-construction practices - is a strategic challenge. Our aim is to offer our customers innovative, environmentally-friendly solutions that deliver a winning combination of cost-effectiveness and low energy consumption.

Can you describe the main operational innovations in 2010?Our low-cost green home offering now includes the H2CO and EcoEco

concepts. These homes also feature the Group’s latest innovations, such as the HVA Concept™ bathroom module and the Pac.R2 heat pump. In addition, a new thermal insulation system for outside walls was patented in July. This system, named Sisec, achieves performance compliant with the BBC energy efficiency label and is suitable for both new-build and renovated properties. More generally, as part of its continuous improvement strategy, Eiffage Construction is also actively involved in the Phosphore project to explore the potential for sustainable innovation at urban level.

“Eco-friendly innovations for optimised costs and energy consumption”


Public Works40 EIFFAGE GROUP

On the A40 motorway, the new road surface on the northern deck of the Sylans viaduct uses the same high-performance coated aggregate – developed by the company’s own laboratories and manufactured using Orthoprène® bitumen – as the Millau viaduct.

Eiffage Travaux Publics has expertise in all activities

relating to road and railway design and

construction, civil engineering, drainage,

environmental works and earthworks.

The company, which operates its own design offices

and laboratories, has long enjoyed a reputation

for quality, innovation and reliability.

Eiffage Travaux Publics, which is organised into

eight regional divisions and three business lines,

operates throughout France, and in Spain, Portugal,

Germany and Senegal. The company is also a

leading supplier of aggregate, binders and coated

aggregate in France and Spain.

Following the acquisition of a German company

in 2009, Eiffage Travaux Publics is now projecting

its rail engineering expertise - and hence

the Eiffage brand - as far afield as Asia.

22,532 employees

€3,888million

in revenues

€2,980million

in orders

Promoting a sustainable brand


Pharaonic compliance worksIn Europe’s largest water treatment project, the compliance work being carried out at the Seine-Aval d’Achères sewage works for Siaap, will be completed in 2011. By then, as many as 400 skilled workers, more than 10% of whom trained at the Eiffage Travaux Publics Ile-de-France

/ Centre training academy (one of seven such centres in France), will have taken part in this construction project, which also features several technical innovations developed by the company, including the use of BSI®, a fibre-reinforced, ultra-high performance concrete, and Biophalt®, a coated aggregate made with a pale-coloured plant-based binder.

Road maintenance projects

were also carried out on

several motorways (A6, A8, A9,

A40, A41, A43, A49, etc.), and

on the secondary road network

throughout the country, in

many cases under the terms

of multi-year maintenance

contracts. Over the years,

the company has acquired

considerable expertise in the

rapidly-expanding area

of urban development.

The company carried out

numerous projects involving

utility works, paving, street

furniture, etc. in town centres

and around public and

private-sector buildings such

as hospitals, schools,

apartment and office

buildings, housing estates,

and retail and industrial

premises. Examples include

the development projects at

Place d’Armentières

and Place de la Motte-Rouge

in La Rochelle, the veterinary

school in Toulouse, and orders

from Ikea in Reims, Schenker

Joyau near Le Mans, Carrefour

in Nanteuil-les-Meaux,

and La Poste in Saint-Lô.

A number of property

developers, notably

Eiffage Immobilier, also

placed orders with

the company.

Committed to local relationships

INTERVIEW

Erick Lemonnier, Risk Prevention department manager

Eiffage Travaux Publics has stated its aim to achieve «zero-accident» operation. Is that realistic?It is the only acceptable objective and every effort must be made to reach it. What is more, that level of performance was achieved by a third of our establishments this year, which proves that nothing is impossible.

How can this goal be achieved?The secret is to involve all of our employees. We began by inviting all our site superintendents to a conference on preventing accidents, and then all our works managers and lastly, this year, our plant managers. In addition, all our semi-skilled workers took our «basic safety knowledge» training course.

Can you describe this basic safety course?A new module, developed in conjunction with specialist partners (nutritionists, occupational physicians, the construction industry risk prevention agency OPPBTP, the local social security organisation CRAMIF, the national risk prevention agency INPES, etc.), is to be deployed in the near future. It will address issues that play a role in our employees’ physical, mental and social wellbeing, including topics such as eating a balanced diet, addictions, weather conditions and efforts to avoid exposure to vibrations. Although much remains to be done, I have every confidence in our ability to rise to these challenges.

Revenues generated by the

Public Works activity increased

by 4.2% year-on-year in

absolute terms, as a result of

the acquisition of two German

companies, Faber and

Heitkamp Rail, now known as

Eiffage Rail Deutschland; at

comparable scope, however,

sales decreased by 1.2%. In

France, this downturn was

attributable to particularly

harsh weather conditions at

the start and end of the year,

combined with bitumen and

fuel procurement difficulties

during the autumn. The

economic crisis in Spain

caused a 13% fall in activity

in that country. Eiffage

nevertheless had three fine

success stories to celebrate

at the end of the year:

the handover of the A65

Pau-Langon motorway;

the start of rail services

on the Perpignan-Figueras

high-speed line, which was

handed over on schedule

in February 2009; and the

completion of work for the

A432 motorway near Lyon.

A three-dimensional brand

EIFFAGE GROUP42

The A65 motorway - A major challengeBefore the 150 km, A65 Pau-Langon motorway could be opened on 16 December 2010, Eiffage Travaux Publics had to move 17.5 million cubic metres of earth, build 162 engineering structures, and manufacture and lay some two million tonnes of coated aggregate.

These three multi-business

operations - alongside other

less publicised projects such

as the Agen bypass, the

Chaux-Balmont interchange

on the A41, the A13-RD 613

link road and projects for

tramways and reserved bus

lanes – confirm a trend that

emerged when the division

was created, namely the

promotion of projects involving

all Eiffage Travaux Publics

businesses, and in some cases

all areas of expertise of the

Eiffage Group as a whole. Each

year, Eiffage Travaux Publics

handles 25,000 projects,

including operations of all

sizes in all areas of public

works. In road construction in

2010, the major renovation

project on the A25 in Nord,

which entailed replacing badly

worn California slabs with

420,000 tonnes of coated

aggregate, was handed over at

the start of October, shortly

after the developments on the

RD 25 secondary road between

Le Muy and Saint-Raphaël

in the Var department.

A multi-business philosophy

In the area of engineering

structures, the Group handed

over the Savoureuse viaduct to

RFF in the spring of 2010, and

the prestressed A71 motorway

viaduct across the river Loire in

Orléans to Cofiroute. A number

of smaller but technically

impressive engineering

structures were built in the

provinces, including the Paillon

cable-stayed footbridge in Nice,

the Torranchin viaduct on the

A89 in the Rhône department,

and the Pont des Couteaux

bridge in Roubaix (built in

partnership with Eiffel). In

underground works, the A86

Duplex - in effect, a stacked

twin-tube tunnel - opened fully

to traffic at the start of 2011,

after a ten-year programme of

works. Tunnelling work

continued for the extension to

line 12 of the Paris metro, and

for the third work package of

the VL9 main drain project in

Créteil, the Violay tunnel on the

A89 motorway, and pilot tunnels

for the radioactive waste

management agency ANDRA in

Bure (Meuse department). The

outlook for this market appears

particularly bright, as illustrated

by the contract to bore a tunnel

for the electrical

interconnection between

France and Spain, which was

awarded by Inelfe in early 2011

to a consortium featuring

Eiffage Travaux Publics.

Although the Lille Métropole

stadium project is undoubtedly

the finest current example of its

civil engineering prowess, the

Group is also involved in several

operations to cover railway lines

in the Paris region, as well as a

number of projects to build

sewage works of various

treatment capacities. Similarly,

the company consolidated its

experience in the energy sector

with construction projects

(run jointly with Clemessy)

for several thermal power

plants in mainland France and

in the overseas departments

(Réunion Island, Martinique

and Guadeloupe). Lastly, Eiffage

Travaux Publics also won

the contract for the preliminary

works at the Penly nuclear

power plant in early 2011.

A major player in flagship projects

2,000 people

took part in building this new motorway, which was

achieved in record time.


Energy44 EIFFAGE GROUP

The growth outlook for Eiffage Energie has never

been brighter than it is today. As demand for energy

continues to rise, driven by users’ lifestyle

expectations, conventional centralised production

and distribution resources are nearing their

economic and environmental limits.

These challenges also offer development

opportunities, and are fostering the emergence

of a new global approach to energy management,

based on the combination of our expertise

in the areas of electrical engineering and climate

control.

In parallel, manufacturers are becoming

increasingly demanding in terms of innovation,

reliability and the optimisation of their production

facilities. Eiffage Energie’s offering and expertise

in new-build projects and maintenance means

organisations are sure to find the solutions

and support they need in order to enhance their

productivity and competitiveness. This customer

focus is another feature of the Eiffage brand.

24,260 employees

€3,094million

in revenues

€2,265million

in orders

The Experience of a brand

Forclum harnesses its specialist skills and experience to provide Eiffage with expertise in the design, construction, operation and maintenance of broadband communication networks for both local loop and department-scale projects.


A year of innovations

As fossil fuels become scarcer

and power generation costs

rise, Forclum and Clemessy

are helping their customers to

become more energy-

independent by supporting

them as they turn to

alternative energy sources.

Eiffage Energie has expertise

in the full spectrum of energy

technologies - including

cogeneration, biomass,

geothermal energy and

photovoltaic and wind power -

and plays a role as a system

designer, combining the most

appropriate solutions for each

project. In public and private-

sector markets alike, extensive

building construction and

renovation programmes are

now underway, driven by very

strict energy efficiency

requirements relating to both

electrical engineering and

climate control. Eiffage

Énergie has developed a

phased energy renovation and

building operation offering to

meet these expectations

within customers’ budget

constraints. In order to remain

at the cutting edge of energy

engineering expertise, Eiffage

Énergie also innovates in the

design and installation of

new-build energy systems.

Renewable energy and energy efficiency

The Group has a long, strong

track record in the area of

linear infrastructure, covering

several specialty activities,

primarily for local authorities

and power distribution

companies. Eiffage Énergie

has developed a

comprehensive urban living

and safety offering including

streetlighting, video-

protection, traffic

management and road

signage, clean vehicle

recharging points, broadband

communication networks,

photovoltaic energy, urban

wind power and the

development of clean

transportation. Eiffage

Énergie is a major player in

the construction,

maintenance and renovation

of extra-high voltage power

distribution systems,

including high-speed railway

lines, transformer sub-

stations and overhead lines,

and has built up a thriving

export business.

Linear infrastructure and utilities

EIFFAGE GROUP46

Successful companies achieve their performance by adopting a long-term, global

approach, supported by policies that foster innovation and enhance competitiveness.

Strong growth in the Group’s energy services, which are popular with customers,

is leading Eiffage Énergie to make long-term commitments to those services.

Optimising the maintenance and operation of new facilities is therefore taken

into consideration as part of the design process of every project.

The Group’s employees have

expertise in every technique

used in the design, integration

and commissioning of systems

and equipment for

manufacturing processes.

Applications include

instrumentation and control,

automated operation, and

mechanical and

electromechanical engineering.

Eiffage Énergie has harnessed

these multitechnical skills and

the Group’s research and

development capabilities to

develop recognised expertise in

measurement and monitoring,

testing and simulations. Eiffage

Énergie operates on an everyday

basis in the most demanding

sectors, including the nuclear,

space, aviation, petrochemicals,

pharmaceuticals and

automotive industries.

From design to operation

Equipment and services for industry

NOE Data CentreEiffage Énergie installed the electric power and control systems for EDF’s new data processing and IT hosting centre in Val-de-Reuil in the Eure department, in a two-year project involving 43,000 hours of engineering studies and 175,000 of site works. Eiffage opted to use the resources and expertise of its energy division to build the facilities for this 14,000 sq. m centre. At its busiest, 230 people were assigned to the project to implement power supply, comfort and safety systems for this sensitive facility.

Energy performance contractThe Centre region has awarded Eiffage a 15-year energy performance contract for the renovation of 18 secondary schools. This public-private partnership agreement entails renovating the buildings and implementing low-consumption energy solutions. The aim of the project is to achieve energy savings of 40% and a 57% decrease in greenhouse gas emissions.

Eiffage Thermie is bornThe heating, ventilation and air conditioning specialists Forclim and Crystal have merged to form Eiffage Thermie, henceforth one of the leading players in the French market. The new entity builds power generation and utility distribution infrastructure as well as providing control services for its customers’ heating systems.


Metal48 EIFFAGE GROUP

Lille Métropole stadium - An exceptional project and a human adventure.

Eiffel, the longstanding leader in metallic

construction, is an industrial designer and OEM

renowned for its ability to innovate and apply its

expertise to a wide range of complex projects in

France and other countries. Eiffel’s businesses

include engineering structures, structural

envelopes and elevations, heavy structures in

buildings and factories, mechanical engineering,

boilermaking, pipework, industrial works and

maintenance.

Although 2010 was a busy year for Eiffel’s

“traditional” businesses, driven by major

infrastructure projects, nuclear activities and

increased production of the Unibridge® solutions,

it was more challenging in the area of industrial

services. However, the diversity and good fit

between the constituent businesses enabled

the Metal division to remain on course. Designing

the exceptional remains the Eiffage hallmark.

4,790employees

€737million

in revenues

€870million

in orders

History of an outstanding brand


Lille Métropole stadiumThe Grand Stade Lille Métropole - Eiffage’s flagship project in 2010 - is not only a stadium with a capacity in excess of 50,000 but also a modular sports and live entertainment venue, hence the complexity of its design. Eiffel is designing and building the elevations and the steel roof frame and roof covering for this project. The

Over the past two years, the

Metal division has grown by

acquiring 15 companies with

businesses offering a good fit

with the division’s traditional

activities, such as industrial

maintenance, and building

elevations in the case of

Laubeuf, a company acquired

in 2010. The diversity of its

businesses is now a major

strength for the division.

Activity levels remained high in

nuclear engineering (new

plants and maintenance of the

existing installed base) and

major infrastructure projects

(e.g. the S4 satellite building at

Roissy-Charles-de-Gaulle

airport, Lille Métropole

stadium and the Lyon-

Confluence leisure

development). In energy, work

has now begun on the

construction of an oil rig for

the redeployment of the

Anguille field for Total Gabon.

Eiffel took advantage of strong

market activity and Munch’s

long-established expertise to

consolidate its status as a

market leader in heavy

boilermaking. In particular,

Munch continued

manufacturing equipment for

the Flamanville EPR power

plant and for retubing

operations at the Chinon and

Bugey plants. Eiffel is involved

with all three EPR plants

currently under construction

around the world: Olkiluoto in

Finland, Taishan in China and

Flamanville in France, where

the supports for the polar

crane, the equipment hatch

and the fuel handling bridges

have now been completed. The

growing popularity of

Unibridge® prefabricated

bridge solutions, in particular

in the Philippines, generated

more than 90,000 hours of

work in the production shops

of Eiffel UK and Iberica, and in

Fos-sur-Mer and Maizières-

lès-Metz. The engineering

structures business had its fair

share of highlights in 2010,

including viaducts over the

river Saône north of Lyon and

over the river Adour in

Bayonne, as well as the

renovation of Faidherbe bridge

in Saint-Louis, Senegal. The

Group’s four largest plants

(Lauterbourg in Alsace,

Maizières-lès-Metz and

Munch in Lorraine, and

Fos-sur-Mer on the

Mediterranean coast) enjoyed

very satisfactory growth in

2010 and are set to continue

operating at full capacity in

2011, supplying components

for large, complex projects.

Regarding the structural

envelopes business, the

acquisition of Laubeuf

supplements the existing

expertise of Goyer and the

Special Structures business.

Highlights of 2010 include the

startup of major projects such

as the Louis Vuitton

Foundation for Creation, which

showcases both their technical

expertise and their capacity for

innovation. The industry-

related businesses (industrial

works and maintenance)

suffered from investment

cutbacks and weakness in the

area of maintenance

agreements. The crisis

seriously affected most of our

companies, and Eiffel Industrie

in particular, but once again

Eiffel was able to adapt,

refocusing on new markets

and consolidating existing

businesses (e.g. hydraulic

systems, nuclear applications,

ship repairs, pharmaceuticals

and automotive engineering).

In addition, specialties such as

the valve business of Barep

and GER2i’s multi-service

offering for the automotive

industry held up well,

vindicating the strategy of

targeting niche markets.

A year of mixed fortunes

EIFFAGE GROUP50

AWARDS

Most attractive steel structure

Eiffel once again received the award for the most attractive steel structure presented annually by the French steel construction industry association (SCMF), this time for the Grande Ravine viaduct on Réunion Island. The jury acknowledged the exceptional performance of this elegant engineering structure, which features an unsupported span of 300 m extending over a drop of 710 m.

The 2010 Engineering Award for the Kennedy bridge in Bonn

Eiffel Deutschland won the 2010 Engineering Award for its project to widen the Kennedy bridge over the river Rhine by erecting three load-bearing piers. The structure, with a span of 400 m, was widened by adding two additional traffic lanes and a pedestrian pavement on each side. Attaching the new sections to the existing bridge required exceptional precision. The jury highlighted the standard of the engineering work carried out at each stage of the contract, from the planning phase to assembly, including adjustments made following situation assessments.

The sustainable development action plan defines 12 strategic areas

for 2010-2011. These were assessed for each of Eiffel’s 30 business

units in France, to ensure a consistent approach and sharing of best

practices. Regarding the environment, ISO 14001 certification is being

rolled out throughout the Eiffel division. An unprecedented, innovative

campaign focussing on the environment was run in offices and plants,

at work sites and at customers’ industrial premises.

Action taken across the Metal

division in 2010 helped to move

closer to the common goal of

zero-accident operation, and

the MASE safety improvement

certification process was

launched in all business units.

The safety-related experience

acquired in the industrial

maintenance business, in

particular by personnel from

Eiffel Industrie and Barep, was

transferred throughout the

division by arranging training

and information-sharing

meetings.

Sustainable development action plan Safety enhanced by risk prevention

and experience-sharing initiatives

technical complexity, the number of contractors involved and their extensive coactivity make this a truly exceptional project.The new stadium features a 39,810 sq. m roof, 3,800 sq. m of elevations, 10,000 tonnes of steel and 100,000 bolts. These dizzying figures require the Metal division to mobilise nine plants in France and other European countries. The assembly comprising

the four 80 m x 35 m panels of the moving roof and the two longitudinal mega-beams with a span of 205 m weighs 7,000 tonnes, i.e. as much as the Eiffel tower. The construction phase began in May 2010. The beams and roof components were received in sections and assembled on-site. The assembled mega-beams and roof panels will be lifted into position during the spring of 2011.

10,000tonnes of steel


Financial report

EIFFAGE GROUP52

54 Directors’ report

64 Financial highlights

70 Consolidated fi nancial statements

111 Eiffage - company fi nancial statements

118 Five-year fi nancial summary

119 Total and per-share results

120 Subsidiaries and participating interests

124 Report by the Chairman of the Board

of Directors on the work of the Board

and on Internal Control

134 Resolutions

140 Corporate governance

148 General information

156 Cross-reference table


EIFFAGE GROUP54

Directors’ Report(The Directors’ Report to the General Meeting consists of all the information contained in the Reference Document).

Fina

ncia

l

For the second year in a row, consolidated revenue reported by the Group was stable, inching up by 0.7% to €13.33 billion in 2010 from €13.23 billion in 2009, while the order book rebounded to reach €10.74 billion, up 8.7% from 2009.

The steady increase in the order book since the trough in September 2009 is consistent with statistics published by France’s professional bodies and public authorities, bearing in mind 84% of activity at Eif-fage’s contracting divisions is generated in France. These statistics indicate that production in the construction sector is no longer regressing and signs are there will be a slight improvement in 2011.

At the same time, there were heavy snowfalls at the start of 2010 and then late on in the year, which disrupted motorway traffic as well as work at the construction sites.

The operating margin on ordinary activities generated by the contracting activities declined further, having now slipped from 5% in 2006 to 2.5% in 2010. On the other hand, the operating margin on ordinary activities generated by concessions progressed once again to reach 38.9%, up from 37.2%, as did traffic on the APRR networks, with increases of 2% for passenger vehicles and 6.1% for heavy goods vehicle traffic (which now stand 4.1% up and 10.3% down compared with 2007, when traffic was at its densest).

Investments reached a very high level of €2.31 billion, up from €1.42 billion in 2009, because of the June minority buyout at APRR (which means that APRR has been able to join the Eiffarie tax group).

The cash position at the contracting divisions remained stable. On the other hand, because of the investment in concessions, the debt of this activity increased to €13.76 billion, up from €13 billion in 2009. Loan repayments are being financed out of the recurring reve-nues generated by concessions and public private partnerships. The only refinancing scheduled in the short term is in February 2013, amounting to €3.6 billion, and concerns Eiffarie, the company controlling APRR, in which Macquarie and Eiffage are partners. To this end, APRR issued for €1 billion of bonds in January, taking a first step towards completing this refinancing. This is a positive signal, as were the increases in traffic, revenue and earnings reported by APRR.

In December 2010, the Group renewed the five-year credit line amounting to €700 million arranged with a pool of ten banks. The Group also reactivated, again for five years, the €400 million trade receivables securitisation programme that was used to finance the operating cycle from 2002 to 2007, but which was put into abeyance when Eiffage sold its shareholding in Cofiroute.

The end of 2010 was marked by the inauguration of the Pau-Langon section of the A65 motorway on 14 December and the circulation of the first high-speed trains between Perpignan and Figueras on 19 December. Having built 150 kilometres of motorway in the last two-and-a-half years and laid 44.4 kilometres of high-speed rail, Eiffage was particularly well qualified for the Bretagne-Pays-de-la-Loire high-speed rail project. The Group was selected as the pre-ferred bidder for this public private partnership on 18 January 2011.

Also, the matter of the succession of Jean-François Roverato, the Chairman and Managing Director of Eiffage, was decided on 8 December when the Board of Directors appointed Pierre Berger Deputy Chief Executive Officer with effect from 5 January 2011 and Chief Executive Officer with effect from 1 July 2011. Pierre Berger was also co-opted as Director in place of Anne Duthilleul, who has tendered her resignation.

Overall, revenue generated by concessions (excluding IFRIC 12) increased by 4.9% to €1.99 billion.

By comparison with 2010 traffic trends for the APRR and Area networks anticipated one year ago, actual traffic for passenger vehi-cles and heavy good vehicles was far higher, notwithstanding the disruption caused by the heavy snowfalls and by strikes in France linked to the reform of the pension system.

Overall, traffic increased by 2.6% (compared with 0.3%), while toll revenues were up by 4.3% (compared with 1.4%) to €1.94 billion.

EBITDA contributed by the APRR Group came to €1,326 million, the margin improving to 68.4% from 68% in 2009, while the operating profit on ordinary activities increased by 8% to €937 million.

Thanks to this increase and to another reduction in finance costs, down €40 million, net profit contributed by the APRR Group increased to €419 million in 2010, up from €349 million in 2009.

After that with APRR in 2009, a new agreement was reached with trade unions at Area over the functioning and organisation of toll operations. The modernisation of toll gates continued, the propor-tion of automated transactions increasing to 77.5%, up from 73.1% in 2009, the number of active Liber-t badges increasing to almost 900 thousand, and the number of totally or partially remotely ope-rated toll plazas to 122 out of a total of 146.

The development of non-stop electronic toll collection, the improved processing of effluents and the protection of animal and plant spe-cies are amongst the initiatives taken under the two management contracts in force at APRR and Area until 2013.

The bad news in 2010 concerned safety. After a very substantial decrease in 2008 followed by a levelling off in 2009, accidents increased in 2010 as traffic picked up, as a result of which deaths caused by traffic accidents reached 39 in 2010, up from 31 in 2009, while the number of accidents resulting in bodily injuries increased to 362, up from 343.

Motorway concession operators, concerned by the the increasing occurrence of attention deficit disorders inducing states of hypovigi-lance, have equipped surface courses with rumble strips, launched on-site and media campaigns to raise driver awareness, and have called for more proactive law enforcement.

Investments amounted to €370 million in 2010 and, under the management contracts, are expected to be stable in 2011. Tolls increased by 2.1% on 1 February 2011 after being raised by 0.5% on 1 February 2010.

Work has been completed on new motorway sections south of Mâcon on the A406, north of Lyon on the A432 and in the direction of Montluçon on the A714. Work is scheduled to broaden the section of the A36 motorway between Belfort and Montbéliard, while the wide-ning of the A31 motorway between Beaune and Langres is expected to be completed by mid-2011.

The increase in traffic on the A41 Nord between Annecy and Geneva remains insufficient in relation to the initial business plan drawn up before the crisis.

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in spring. Delivery of the Alpes-Léman hospital complex is expected this summer and that of the Saint-Nazaire hospital complex at the start of 2012, both projects having been undertaken under long-term hospital leases.

Work on the national police headquarters (Direction Générale de la

Gendarmerie Nationale - DGGN) in Issy-les-Moulineaux is progres-sing to plan and is scheduled for completion in the summer of 2011.

An energy efficiency contract was signed for secondary schools in the Centre region and a public private partnership awarded for a secondary school in Jarny in the Lorraine region. These contracts are worth €36 million and €59 million, respectively.

Despite legal shenanigans, adverse weather conditions and strikes in opposition to the pension reform, work on the Grand Stade de Lille public private partnership has progressed rapidly, eliciting interest as well as admiration from the local population, many of whom have been to the visitors’ centre for a panoramic view of the construction site.

Work is continuing on projects in Senegal (on the Dakar-Diamniadio toll motorway, for which the project financing was signed on 14 November 2010) and in Germany (renovation and maintenance of the Kreis Lippe road network in Westphalia, under a public private partnership).

On 9 February 2011, a final tender was submitted for two prisons under public private partnerships in Belgium.

The Energy division of Eiffage is going through a difficult transition, but one which holds much promise. Forclum integrated Crystal to become one of the three leading HVAC specialists in France. It com-pleted work on the Perpignan-Figueras high-speed rail line, instal-ling signalling systems complying with the European Rail Traffic Management System (ERTMS) level-2 standard; it delivered and brought into service the Rennes hospital complex under a long-term hospital lease; and it operates and maintains four prisons. Finally, delivery of the Corbeil-Évry hospital complex south of Paris was accepted on 17 January 2011 as provided for in the partnership agreement.

The learning curve mastering cutting-edge technologies such as hospital systems and rediscovering older ones like wood heating at the Corbeil-Évry hospital complex in the Ile-de-France left its mark on the 2010 accounts. Revenue contributed by the Energy division pulled back to €3.09 billion (down by 3.1% on a reported basis and by 3.2% at constant consolidation scope), the operating margin declining to 1.5% (down from 2.1%), but the order book started to recover to reach €2.27 billion (up from €2.12 billion the previous year).

Forclum, including Crystal, contributed revenue of €2.51 billion (down 3.2%) and an operating profit on ordinary activities of €38 million (down 31%). While there was a slowdown in industrial investments, activities managing energy consumption and providing maintenance for commercial and industrial buildings entered the development phase. These nascent activities constitute new sources of growth complementing the traditional activities of rural electrifi-cation and public lighting, where margins have been under pressure for several years. Major programmes were launched, including trai-ning in energy technologies for 600 members of staff. At the same

Adverse weather conditions meant that traffic did not increase as strongly on the Millau viaduct. Nonetheless, a record high was set on 31 July with 63 thousand vehicle crossings. At the start of January 2011, some 27.5 million vehicles had crossed the viaduct since its opening. Traffic is expected to increase even faster as the A75 motorway was connected to the A9 motorway in December 2010, creating an uninterrupted motorway link between Clermont-Ferrand and Béziers. Overall, traffic increased by 0.9% (compared with 0.8% in 2009) and toll revenues by 2.4% (compared with 5.7%).

Société Marseillaise du Tunnel Prado Carénage (SMTPC) recorded a 2.5% increase in traffic, a 2.3% increase in revenue to €35 million, and a 3.5% increase in net profit to €10.5 million. The decision by Marseille Métropole, the grantor of the concession, approving the project for the new Prado Sud tunnel was recently overturned by the Marseille Administrative Court, requiring Marseille Métropole to hold another meeting on 11 February 2011 to re-approve the project.

In Portugal, the government decided to abandon the SCUT system for the Norscut motorway concession, traffic on the A24 motorway having increased sharply. The concession should be transformed and revert to a real toll system in 2011.

Since 19 December 2010, two high-speed trains run daily between Paris and Figueras and passenger traffic is good. Freight trains are also being run on this line. On the Spanish side, a high-speed rail link will soon be opened between Figueras and Barcelona, which should be operating normally in two years.

The Pau-Langon A65 motorway, in which Eiffage has a 65% interest, was inaugurated on 14 December 2010, exactly four years after the signing of the concession. In addition to the pleasant driving expe-rience, the project features a series of measures to protect the envi-ronment and in particular endangered wildlife species. These will be implemented over the course of the 55-year concession by Caisse des Dépôts Biodiversité. Traffic is encouraging taking into account the unfavourable weather conditions in December.

Tenders have been submitted for the A63 and A150 motorways, the Vichy road bypass and the Nîmes-Montpellier rail bypass, the first two projects on a concession basis and the last two under public private partnerships.

Since 18 January 2011, the teams at Eiffage have been hard at work preparing for the signing this summer of the partnership to build, operate and maintain the Le Mans-Rennes high speed rail line, which entails laying 180 kilometres of new track, with a view to com-pleting the work by the autumn of 2016. The scheduling is identical to that of the A65 motorway project in terms of the earth moving and the engineering structures, while the rail line specifications are identical to those implemented so successfully for the Perpignan- Figueras project.

There was pause in the rollout of very high capacity fibre optics networks now that deliveries have been completed for most pro-jects. The main ongoing project, due to be completed by the end of 2011, is for the installation of 80 kilometres of fibre optic cables in the Yvelines department, west of Paris.

Eiffage now operates four prisons, one police barracks, and a hos-pital complex in Rennes. The Corbeil-Évry hospital complex in the Ile-de-France was delivered as scheduled in January 2011. This is the largest hospital public private partnership completed to date in Europe. The quality and technical features of this project have been widely lauded, notably in the media. Patient admission is due to start

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The operating margin continued to weaken, down to 1.7% from 3.2% in 2009 and 4.3% in 2008. Two factors were to blame for this pheno-menon. First, competition was extremely intense for local road construction and maintenance contacts. Second, the adverse weather conditions at the start and at the end of 2010 resulted in extra costs being incurred to ensure deadlines would be kept for key projects such as the A65 motorway, the A432 motorway north of Lyon and the Lille Métropole Stadium.

These three multidisciplinary projects confirm a trend observed since the creation of Eiffage Travaux Publics, which is the increasing number of projects mobilising all the varied expertise available at the level of the division and even, in some instances, Eiffage Group.

The characterising feature of projects in France was the relentless work on the A65 motorway (150 kilometres of road surface laid, 17.5 million cubic metres of earth moved, 162 engineering works completed, 2 million tonnes of coated material manufactured and applied… all in less than 30 months), and on the A432 motorway for APRR (12 kilometres of new lanes to the north east of Lyon to connect the A46 motorway and the Alps). There was also the Agen bypass for the municipal authority, the Chaux-Balmont exchange on the A41 for APRR and the interchange between the A13 motorway and the DR613 highway near Caen for SAPN. This is not to forget a whole series of tramway projects in Angers, Montpellier, Tours, Orleans, Le Havre, Paris and Dijon, requiring expertise in earth moving, civil engineering and drainage, road construction and rail laying.

Appia Grands Travaux worked on a number of major highway pro-jects, making and applying 1 million tonnes of coated material as well as 80 thousand cubic metres of concrete. It was involved notably in the renovation of the A25 motorway in the north of France. This project, completed in two and not three campaigns, was another one delivered ahead of schedule. Some 420 thousand tonnes of coated material was laid in place of the concrete slabs that had deteriorated over time because of the very high traffic.

The Appia Grands Travaux regional teams worked on the A6, A40, A41, A43 and A49 motorways in the Rhône-Alpes region, carrying out maintenance, and on the A8 and A9 motorways on the Mediter-ranean coast where the A9 and A75 interchange was also completed.

As regards the highway network, work on the DR25 between Le Muy and Saint-Raphaël was completed, including the installation of the road equipment, in the spring. The project moving the Lido sand barriers between Sète and Marseillan is scheduled for final delivery in 2011 after four years of work.

In the north of France, the Fresnoy bypass was opened to traffic in December. Work on the Cantin bypass the first project meeting the sustainable development standards required by the Nord General Council - had to stop over the winter and will resume in the spring.

In eastern France, work on the Thiéblemont exchange on the N4 trunk road has got under way and will continue until 2012.

In western France, the innovative products and processes developed by Appia Grands Travaux EBT® low-temperature coated aggregate, EMF mobile cold coating plant, Arc® 700 mobile road surface treat-ment workshop, and GB5® bitumen-bound graded aggregate – were used for several projects in Normandy and Sarthe, where Biocold® was used in Écommoy.

time, in parallel with Crystal’s integration, efforts were directed in particular at simplifying the corporate structure and streamlining hierarchical levels. These measures are expected to help the opera-ting margin recover to pre-crisis levels by 2013.

In Europe, operations in Belgium, Germany, Spain, Italy and Portugal moved back into the black, thanks notably to the concerted efforts made to adapt activities in Spain. Revenue contributed by Europe declined by €57 million to €518 million.

Noteworthy contracts in France included the installation of traffic lights at intersections in Lyon and Villeurbanne, the lighting and signalling systems for the T3 tramway line in Paris and the lighting system showcasing the ornamental gates at the château de Versailles. Contracts also included the climatic engineering system at the CMA CGM tower in Marseille and work on solar photovoltaic power plants and numerous waste-to-energy plants. Lastly, work is set to start on the electrical and climatic engineering system for the new hospital complex in Orleans, with delivery scheduled in 2015.

In Italy, Elettromeccanica Galli was responsible for the electrical engineering in the new Porta Nuova business district in Milan, where the company again achieved satisfactory results.

In Germany, NAT stands to benefit from the rebound in investments in the automobile sector. All in all, a stable level of activity is expected.

In line with the agreement reached with staff representative bodies prior to its acquisition at the end of 2008, Clemessy has retained an independent organisation, all the while coordinating marketing acti-vities with Forclum and Eiffel. After slowing sharply, orders from industrial customers are starting to pick up. As a result, the order book increased by 2% to €481 million and revenue climbed to €580 million, while the operating profit fell from €12 million to €10.9 million.

In 2010, Clemessy continued to work on projects in France and over-seas for large clients such as Auchan (to optimise energy consump-tions at its stores), EDF (to maintain France’s nuclear fleet), CNSE (at the Kourou launch site), General Motors (in Shanghai), and Eiffage Concessions (in Senegal).

In partnership with Eiffage Travaux Publics, Clemessy continued to work on the construction of a number of thermal power plants in France’s Overseas Departments (Reunion, Martinique and Guadeloupe).

Eiffage Travaux Publics contributed revenue of €3.89 billion, up by 4.2% on a reported basis but down 1.2% at constant consolidation scope. This reflected on the one hand the high level of activity gene-rated by work on the Pau-Langon A65 motorway and on the other hand the boosting of revenue by the first time consolidation of the road and rail companies acquired in Germany at the end of 2009.

The order book declined by 2.3% to €2.98 billion. It does not include the Bretagne-Pays-de-la-Loire high-speed rail line project for which the public private partnership agreement is due to be signed in the summer of 2011.


As regards tunnelling, the entire Duplex tunnel (unusual for consis-ting of two superimposed decks) on the A86 motorway was brought into service at the start of 2011. The project took more than ten years to complete and mobilised some 300 Eiffage Travaux Publics employees for the tunnelling work. Several other projects are under way.

In Ile-de-France, these projects concern mainly the extension of line 12 of the Paris underground and the third lot of the VL9 sewer mains in Créteil. Elsewhere in France, work on the Violay tunnel on the A89 motorway is progressing to schedule. In Pyrénées-Orientales, near the Perpignan-Figueras tunnel, a second engineering structure is to be bored under the Pyrenees to lay very high voltage lines.

In Marseille, work on the renovation of the Vieux Port tunnel is about to start. In nearby Monaco, Sitren has been approached to build the descending tunnel in the Principality, with the work scheduled to start in 2012.

Also, a second underground command centre, after the one in Istres, was completed and delivered at the Bourges-Avord airbase. In Meuse, teams from the Rhône-Alpes division are boring an explo-ratory heading in Bure for the French National Radioactive Waste Management Agency (Agence Nationale pour la Gestion des Déchets

Radioactifs - ANDRA).

In civil engineering, work on the Grand Stade for the Lille Métropole urban community is in full swing. After driving 1,700 foundation piles and removing 300 thousand cubic metres of depolluted soil, the first row of terraces is being installed while the prestressing of the metal roof beams is under way.

In Paris, work is continuing on a major project to cover the rail tracks leading to the Austerlitz train station in the 13th arrondisse-ment. To the east of Paris, work covering the tracks on the RER A line is also continuing after completion of a first project in Vincennes and Saint-Mandé a few years ago. In Lyon, a major project is about to start to renovate line K at the Lyon Part-Dieu train station.

Europe’s current biggest wastewater treatment project is being overseen by Eiffage Travaux Publics west of Paris to bring the Seine Aval facility in line with European standards. The civil engineering for this project should be completed in 2011 and has involved the use of BSI®, an ultra-high-performance fibre-reinforced concrete, one of many innovative products developed by the Group. The concrete was used to cover certain buildings and is also being used by Eiffage Construction for the terraces at the Fréjus amphitheatre, a project imagined by Francesco Flavigny, Head Architect of France’s Historic Monuments, and by the Carcassonne Art School, for which the architects are Jacques Ripault and Denise Duhart.

The Group’s expertise in wastewater treatment plants was show-cased at other projects in Chambéry, Albi, Bergues, Ferques, Montdidier, Pierrepont and Bordeaux.

Water towers were delivered to their owners near Bayonne and Cergy-Pontoise. Work continued on hydraulic projects in Metropo-litan France and on the Reunion Island through specialist subsidiary Hydrotech.

In waste management, several waste sorting centres were built in 2010, notably in Evin Malmaison in Pas-de-Calais and in Belberaud in Haute-Garonne, as well as work on waste storage cells at a number of landfills.

Energy is also a core activity for the company. Several flagship pro-jects are under way for EDF and notification of the preliminary work at the Penly nuclear power plant is pending.

Demand for coated material, emulsion-bound graded aggregate, surface dressing, etc at the level of the French departments gene-rated a good level of activity for local teams. Contracts were awarded or renewed, in some instances for several years, in the following regions (plus others): Alpes-de-Haute-Provence, Vendée, Rhône, Ain, Savoie, Haute-Savoie, Haute-Garonne, Pyrénées-Atlantiques, Hautes-Pyrénées. On the other hand, a major contract of this type was not extended in Pas-de-Calais, which has placed the local teams in a difficult situation.

Road crews also worked on projects at several seaports and air-ports, notably in Le Havre where they were involved in the Pélican 2 project.

Eiffage Travaux Publics completes around 25,000 projects each year.

Many of these projects are for road maintenance, small earthworks or urban development in the broad sense of the term, including network operations, laying paving or installing urban furniture for instance.

Urban development projects may involve the rehabilitation of city centres or former industrial sites, work for the French National Agency for Urban Renovation (Agence Nationale pour la Rénovation

Urbaine - ANRU), construction of open air car parks and access roads for public buildings (hospitals, secondary schools, etc.) or pri-vate buildings (residential or office buildings, housing estates, etc.), or turnkey projects for industrial clients.

Eiffage Travaux Publics worked on a number of development pro-jects in 2010 that included the city squares in Armentières and La Rochelle (Place de la Motte Rouge), the central shopping mall in Tourcoing, the veterinary school in Toulouse, the psychiatric hos-pital in Allonnes and a host of projects for highways and miscella-neous external works all over France for individual communes and groupings of communes in the public sector as well as companies in the private sector: Ikéa (Reims), Schenker Joyau (near Le Mans), Airbus (Toulouse), Carrefour (Nanteuil-les-Meaux), Intermarché (Orthez), Lafarge (Lanester), Leclerc (Fécamp), La Poste (Saint-Lô), Sita (Seine-et-Marne, Dordogne and Morbihan), Décathlon (Oxylane village in Mondeville, which combines commercial premises and facilities for sports and event management), also for Nexity, Kaufman & Broad and, of course, Eiffage Construction.

In the rail sector, with the acquisition of Heitkamp Rail (renamed Eiffage Rail Deutschland) adding critical mass to existing activities carried on in Germany by Wittfeld and in France by Eiffage Rail, the Group now possesses a fully-fledged Rail division that has under-taken engineering projects worldwide, notably in Asia (China and Taiwan).

In France, the Rail division is working on the Dijon tramway project, a track replacement project in Midi-Pyrénées, the extension of the eastern high-speed rail line, and soon on the Bretagne-Pays-de-la-Loire high-speed rail link.

As regards engineering works, the La Savoureuse viaduct the latest engineering structure for the future Rhin-Rhône high-speed rail line was delivered in the spring to RFF. Work on the Landbach via-duct for the extension of the eastern high-speed rail line (also for RFF) will get under way shortly. This engineering structure is the third entrusted to a private sector company under a design and build contract, all three having been awarded to Eiffage Travaux Publics. The first was the Jaulny viaduct for the first lot of the eastern high-speed rail line and the second was the bridge across the Garonne in Bordeaux. The prestressed concrete viaduct over the Loire in Orleans, built for the A71 motorway, was delivered to Cofiroute in 2010.

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2010 was an excellent year for all the activities of Eiffage Construc-tion: urban development, property development, construction, maintenance, and facility management.

Revenue contributed by Eiffage Construction amounted to €3,620 million, up by 2.3% on a reported basis and by 2.7% at constant exchange rates and consolidation scope.

Operating profit on ordinary activities increased by 8.3% to €157 million, equivalent to a 4.3% margin.

Revenue contributed by property, in its widest sense, amounted to €456 million, the operating margin on ordinary activities reaching 8.3%. As regards activities in the housing sector in particular, a total of 2,962 homes were reserved in 2010, of which 23% in blocks. This was 15% more than in 2009. There were just 12 completed housing units unsold at 31 December 2010.

2010 was also an exceptional year for Eiffage Construction as regards order intake, the order book increasing by 14.9% to €4.62 billion at 31 December 2010, equivalent to more than 15 months of activity. Amongst the most notable commercial suc-cesses were the development of the 69.5-thousand square metre Majunga Tower at La Défense for Unibail-Rodamco, the conversion of the Hôtel-Dieu in Lyon into a hotel complex (a 5-star Interconti-nental hotel), 13 thousand square metres of prime commercial properties and 15 thousand square metres of office properties, the Cité des Métiers in Pantin for Hermès, and public private partnerships for the Jarny secondary school and other secondary schools in central France under an “Energy Performance Contract” with Forclum. Given the quality of the order book, Eiffage Construc-tion can be quietly confident about prospects in coming years, which will go some way to softening the blow of losing the Defence Ministry project in Balard, despite the hard work of the teams partnering Lord Norman Foster.

As regards large-scale urban development projects, several deserved to be mentioned. The Hauts de Joinville-le-Pont project for an eco-district was launched in 2010. It will feature 500 housing units, 5 thousand square metres of commercial properties, public infrastructures and a 3-thousand square metre urban park. Work continued on mixed business and housing development zones in Asnières (Quartier de Seine), Wissous (Quartier Saint-Eloi), Arca-chon (Ville d’Eté) and Saint-Denis (Landy Sud), representing a total gross surface area of 250 thousand square metres. The most recently launched of these, Landy Sud, is notable for its energy efficiency credentials, and following delivery of the Volta building, the first privately owned building in Ile-de-France to have received Effinergie BBC certification for low energy consumption buildings, two other residential buildings with first-stage “very high energy performance” (THPE®) accreditation and NF Logement (HQE®) “high environmental quality” certification are now being marketed.

Work on the Grand Carré de Jaude project in Clermont-Ferrand, which was initiated by Eiffage Immobilier more than ten years ago, got under way. The project involves the development of a shopping centre, a cinema complex, 184 housing units, a hotel, offices, self-catering tourist accommodation and a car park. The net floor space is 51 thousand square metres. Meanwhile, Espace Colbert in Nevers, a project involving the conversion into an office and com-mercial property complex of a former hospital dating back to the 17th century, was completed and delivered by Eiffage Immobilier.

Housing contributed very significantly to the activity of Eiffage Construction through its property development activity. Property development projects delivered by Eiffage Immobilier included Allées de l’Impératrice in Compiègne, the Park Avenue residential

Work on a combined cycle thermal power plant in Blénod-lès-Pont-à-Mousson is drawing to an end, while work is in full swing on two other thermal power plants in Port Est on Reunion Island and Bel-lefontaine in Martinique. Work on a fourth project is getting under way in Pointe Jarry (Guadeloupe).

In addition, teams from Brittany and the Rhône-Alpes were involved in the development of wind energy plants in 2010.

As regards marine, river and canal works, contracts were signed by the marine and river engineering teams of Eiffage Travaux Publics. They are working alongside Eiffel on the Barcarin ferry crossing across the Rhône. They also worked at the multi-bulk cargo ter-minal in Dunkirk, installing a 28-metre-high steel sheet pile exten-sion wall some 40 metres from the shore.

Work on conventional drainage, sewerage and network systems generated a large number of contracts all over France, as is the case each year, in addition to which Eiffage Travaux Publics was involved in several micro-tunnelling projects. A small-diameter tunnel was bored between Porte Dorée and Porte Charenton in Paris, for example. Another project requiring the use of a micro-tunnel boring machine got under way in June 2010 for Société du Canal de Provence, and is expected to be completed in September 2011.

Other so-called niche activities generate part of the revenue reported by Eiffage Travaux Publics each year, for example the work performed by Résirep for Eurotunnel and the site remediation work undertaken by Gauthey (based in Savoie) and by Boutté (based in Normandy).

In Europe, Eiffage Travaux Publics is present mainly in Germany and Spain.

In Germany, revenue is generated from road, network and rail activities.

As regards the rail activities, work was performed for the Midi-Pyrénées Rail Plan in France, while a major project is in the offing in 2011 in Germany for the Erfurt rail hub.

In Spain, most of the revenue is generated from road and industrial activities. Eiffage Infraestructuras is reeling from the economic crisis that is affecting the whole of the Spanish economy. Currently the local subsidiary’s efforts are focused on completing the high-speed train platform in the south of the country.

Elsewhere in Europe, there were one-off interventions on large roadwork projects in Italy and in Portugal where prospects seemed to be picking up when it comes to maintenance work for motorway surface courses.

In Senegal, work on the Dakar-Diamniadio motorway concession awarded to Eiffage is progressing. Work got under way in February for the 20.3-kilometre motorway and the 2 kilometres of junctions, which involves moving some 2.4 million cubic metres of earth and laying some 350 thousand tonnes of coated materials.

In France, Spain and Germany, significant production resources are available to Eiffage Travaux Publics for its road activities: 30 binder plants, 200 fixed and mobile coating plants and 120 quarries. These were added to right at the end of 2010, when Eiffage Travaux Publics and Holcim France purchased four concrete mixing plants and eight quarries in the Alsace region from Lafarge.


During the year a number of public infrastructure projects were completed. They included police stations in Villeurbanne and Hyères, the Haute-Garonne County Hall in Toulouse, the first bio-climatic railway station in Bellegarde-sur-Valserine, the Bocage complex of the Dijon teaching hospital, the Avignon hospital and a private hospital in Le Havre. Projects for which contracts were signed in 2010 included the Oréliance private hospital complex in Orleans, the Villeneuve-la-Garenne hospital, the Dijon local education offices and the Clermont-Ferrand police headquarters.

In the educational and cultural sector, 2010 was marked by major accomplishments, with the delivery of the Georges Prêtre cultural centre in Waziers, the Gaîté Lyrique theatre in Paris and the EDHEC campus in Lille, while work renovating the Saint-Sulpice church in Paris was completed. A number of other prestigious projects are ongoing or set to get under way. They include the construction the Louvre-Lens museum and several renovation programmes in Paris: the Zambelli rotunda at the Paris Opera, the Palais Royal galleries and the Sorbonne library.

As regards the maintenance activity, 2010 was marked by the start-up of the Rennes hospital and the Pont-l’Evêque and Châteauroux police stations. These projects will consolidate the expertise gained by Eiffage Construction Services from managing the Roanne, Lyon-Corbas, Nancy and Béziers prisons. With delivery scheduled for the Corbeil-Évry hospital complex in Ile-de-France, the Saint-Nazaire hospital complex, the Annemasse-Bonneville inter-communal hos-pital complex, and the national police headquarters in Issy-les-Moulineaux, resources will be freed to ramp up this activity in 2011.

The quality of Eiffage Construction’s work earned it a number of awards and commendations: Pyramide d’Argent and Pyramide d’Or for the Hélianthe building (Eiffage Group’s Lyon regional head-quarters); Plan Urbanisme Construction Architecture (PUCA) award for the H2CO concept for optimising costs and energy consumption; Pyramide d’Argent for the Odyssée Marianne, a 70-unit residence developed by Eiffage Immobilier in Montpellier; and Rubans du Patrimoine 2010 for the renovation and extension of the Jérusalem manor in Waziers to transform this 19th century building into a cultural centre.

The European operations of Eiffage Construction generated revenue of €777 million in 2010, up 4%.

Ranked as one of the leading builders and property developers with revenue of €678 million in 2010, up 2% from the previous year, Eiffage Benelux has activities in a wide range of sectors: housing, commercial property, hotels and industry. In hydraulic engineering, a new joint venture named Combined Marine Terminal Operations Worldwide (CTOW) was started up to meet increasing demand from clients wanting to have a single interface for all the activities carried on at their terminals.

Projects delivered in 2010 included the 147-room Aloft Brussels Schuman hotel, the 24-thousand square metre Volta office building in Brussels, the renovation of the main building of Hasselt university, and the Namur-Brumagne wastewater treatment plant (90 thousand population equivalent). Ongoing projects include notably: 31 thousand square metres of offices at Gare du Midi in Brussels and the Brussels International Airport to Malines-Antwerp rail line.

In the Czech Republic, where conditions remain difficult, much of the activity is concentrated in the region of Ostrava in Moravia. The local subsidiary, which has changed its name to Eiffage Construction Ceska Republika, completed the 40-thousand square metre sports and fitness centre in Cesky Tesin, the new sports hall and the renova-tion of two gymnasia in Havirov, and the partial renovation of the Orlova

units in Marseille, and Le Victoria in Chambéry, the first building in the region to be BBC-certified. Marketing has started for several other property development projects, notably: Jardins du Carrel (Caen) Le Bruckhof (Strasbourg) and Carré Gambetta (Nice).

Building land and planning permission has been secured for more than 5,000 homes, which will enable Eiffage Immobilier to launch future development projects on a timely basis, ensuring a satisfac-tory level of activity in coming years.

Residential property projects were also completed by Eiffage Construction for third parties, including notably Le Languedoc in Rennes (the first collective housing unit in the region to be BBC-certified), Carré Royal in Amiens (preserving the facades of this listed building), and 228 housing units on the Seguin-Rives mixed business and housing development zone in Boulogne-Billancourt.

The outlook for housing remains very upbeat for 2011, with plans for completing 340 units in Issy-les-Moulineaux, around 200 social housing units in Jeumont, and 120 units under a design and build project in Vannes.

The development of the activity designing and building managed tourist accommodation at city, seaside and mountain locations continued throughout the year, with Eiffage Immobilier completing the delivery of several projects, notably Residhome Plazza in Arca-chon, Thermes du Val André, a four-star facility located in Pléneuf Val André, and Suite Home, a 160-unit residence in Guyancourt.

2010 was a very busy year when it came to office property. A large number of projects were delivered, including: Grand Axe 2 in Nanterre, the Gallieni tower in Paris (which involved extensive reno-vation), Le Volnay in Amiens (the first building built by the Group positive energy, zero carbon certification), Seolis in Niort (the first high environmental quality building in Deux-Sèvres), the Ozanam offices in Marseille, and two buildings in Villejuif.

Projects that are ongoing or on the horizon include notably the future head office of Eiffage Construction, which will be certified as both a low energy-consumption (BBC Effinergie) and high environ-mental quality building (HQE®). The building was sold by Eiffage Immobilier to Foncière des Régions in 2010. In 2011, work will start on the new regional head office of Eiffage Construction Atlantique, a low energy-consumption building with a net floor space of 4.5 thou-sand square metres. Other major projects scheduled in 2011 include the head office of Pomona undertaken for Cogedim, the Cité des Métiers in Pantin for Hermès, and the Macif offices in Niort.

As regards the activity developing shopping centres, 2010 was marked by the inauguration of the Barreiro shopping centre in Portugal, the shopping and leisure centre at the Bonne barracks in Grenoble (the first eco-district in France), and the ongoing development of the 160-thousand square metre Lyon Confluence shopping centre for Unibail-Rodamco (undertaken in partnership with the Group’s other divisions).

Tuning to the hotel development activity, 2010 was marked by the delivery of the Majestic hotel in Cannes and the Barrière hotel and casino in Lille. Eiffage Construction is looking to expand this line of activity and has been chosen by Cogedim to convert the 17th century buildings of the Hôtel-Dieu in Marseille into a 5-star hotel that will feature a conference centre, 180 rooms and 16 royal suites. It is also developing the 314-room La Part-Dieu hotel in Lyon for Euroéquipe-ments and the Grand Hôtel in Pléneuf-Val-André. Finally, Eiffage Immobilier Nord-Pas-de-Calais has started work on the ancillary facilities of Lille Métropole Stadium with a gross area of 19 thousand square metres, which include hotels, offices, service apartments and a fitness centre for athletes.

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Following studies undertaken since the spring of 2009, Eiffel signed a contract in 2010 for the construction and installation of highly complex glass structures at the Louis Vuitton Foundation for Crea-tion museum and gallery designed by architect Frank Gehry. Delivery by end-2012 looks uncertain after a court order at the start of 2011 overturning the awarding of the building permit.

Several engineering works were delivered in 2010, notably the La Savoureuse viaduct the biggest structure on the Rhin-Rhône high-speed rail line in Franche-Comté. Several exceptional bridges were also completed, including the one across the Saône on the A406 motorway, the La Côtière bridge on the A432 motorway, and the bridge across the Adour river in Bayonne.

The most emblematic engineering project in which Eiffel is involved is the Lille Métropole Stadium. The mobile roof sections have been laid on the launch ramps that will be used to hoist the sections on to the huge girders that have a 200-metre span and are 18 metres high. At the end of the spring, the whole structure, weighing 7,500 tonnes, will be lifted into position on four pillars standing 40 metres high.

Eiffel Industrie and the other industrial services companies suc-cessfully renegotiated their maintenance contracts but at the cost of reduced margins, all the while diversifying their activities away from the chemical, petrochemical and automobile sectors to encompass the nuclear, naval, aeronautics, pharmaceutical and hydraulic engi-neering sectors.

Facade specialist Goyer has expanded its activity to equipment buil-dings, hospitals in particular, to offset the recession in the commer-cial property sector, but this sector’s recovery enabled the company to take on several projects late on in the year, notably the Majunga tower in Paris La Défense.

Eiffage applies IFRIC 12, Service Concession Arrangements, since 1 January 2009.

The only significant event between the end of the reporting period and 24 February 2011 was the designation of Eiffage as preferred bidder for the partnership to design, build, finance and operate during 25 years the high-speed rail line between Le Mans and Rennes.

The still depressed economic conditions in Europe, the poor weather conditions at the start and the end of 2010 and the difficulties expe-rienced with several large projects masked the nascent recovery in the Group’s contracting activities in France, causing the operating profit on ordinary activities to decline for the fourth year in a row to €288 million.

The operating margin on ordinary activities for the contracting divi-sions declined to 2.5%, far short of the 5% objective achieved in 2006.

Because the contribution made by the concessions activity increased to €775 million, the consolidated operating profit on ordinary activi-ties came to €1,041 million, equivalent to a total operating margin of 7.8% in 2010 compared with 7.7% in 2009, confirming Eiffage Group’s ability to withstand economic downturns thanks to the soli-dity of its concessions activity, in particular APRR.

Further significant costs were incurred on preparatory work for public private partnerships and concessions, but the Group’s efforts were rewarded by several successes, notably its designation as pre-ferred bidder for the Bretagne Pays-de-Loire high-speed rail line, which is the biggest project ever won by the Group. Since 2008, even

hospital, and worked on the Biskupska administrative and shopping centre in Ostrava that is scheduled for delivery in 2011. In addition, the company worked on an 11-thousand square metre shopping centre in Chomutov and the municipal swimming pool in Luhacovice.

In Poland, Eiffage Budownictwo Mitex recorded a strong increase in revenue to €111 million. With an order book of €201 million, the company has attractive prospects for 2011. Several large-scale pro-jects are under way that include a 22,500-seat stadium in Bialystok, a 600-room Interferie Medical Spa hotel in Swinoujscie, a 152-room Campanile hotel and 136-room Première Classe hotel in Wroclaw, and a sports and swimming pool complex in Warsaw.

Revenue contributed by Eiffel increased by 4.4% to €737 million (but declined by 3.5% at constant consolidation scope and exchange rates) despite a sharp slowdown at Goyer, which is specialised in aluminium facades for commercial properties, and at Eiffel Deutschland following the completion of the work on the Berlin airport terminal building.

In addition to the work on the Lille Métropole Stadium, overall growth was fuelled by the development of Unibridge Trading (a com-pany formed with Groupe Matière to market rapid-installation modular bridges) and by the acquisition of two small companies, one specialised in structural facades, the other hydraulic mainte-nance, which made top-line contributions of €15 million and €1.5 million, respectively.

Thanks again to Unibridge as well as the awarding of a major contract for a viaduct across the Moselle River in Germany, the order book increased by 25.2% to €870 million at 31 December 2010.

The operating profit on ordinary activities declined from €18.7 mil-lion to €16.6 million, the extremely fierce competition in services provided to the industrial sector having whittled away margins. The hopes are this sector will see the beginnings of a recovery in 2011.

In the nuclear energy sector, Eiffel is working on the European Pres-surized Reactor under construction in Olkiluoto (Finland), where the polar crane and steel equipment hatch have been installed. The same services are being provided in Taishan in China. Several overhead cranes and an identical equipment hatch are also being supplied at Flamanville. Eiffel also continued working on the exis-ting nuclear sites, replacing steam generators at the Blayais, Fessenheim and Chinon power plants, and renovating the conden-sers at the Cattenom and Chinon nuclear power plants, as well as at the Martigues thermal power plant. Work was also ongoing on the fabrication of TN24BH casks that will be used to transport radioac-tive material.

Construction of the Anguille platform for Total Gabon got under way at Fos-sur-Mer and a project in Nigeria is under negotiation.

The reconstruction of the Faidherbe bridge in Saint-Louis-du-Sénégal as it was when it was inaugurated in 1897 is scheduled for completion in the spring of 2011.

The Louis-Joubert lock gate has been transported to the port of Saint-Nazaire where it will used to construct a replacement for the original lock gate dating back to 1934.

The construction and installation of the cover and facades of the Roissy-Charles-de-Gaulle airport S4 terminal are continuing to plan, so too is work on the three-dimensional roof at the Lyon-Confluence leisure and shopping centre.


A first step was taken in January 2011 when APRR completed a €1 billion issue of bonds maturing January 2017 and offering a 5% coupon, which was followed by a €50-million private placement of bonds with CNP maturing January 2021 and offering a 3.3% coupon indexed to inflation.

As these operations were a resounding success despite the difficult market conditions, further issues and placements could be envi-saged as part of an overall refinancing plan that should be wrapped up at the start of 2012, which will be one year before the above finan-cings fall due, thereby ensuring continued compliance with the liquidity criteria of the credit rating agencies. This refinancing plan was presented to the agencies at the start of 2011, the objective of Eiffage and Macquarie being to establish a firm BBB rating for APRR, which is currently rated BBB-, (especially at Standard & Poor’s which placed the rating on CreditWatch with negative impli-cations in June 2009).

APRR’s liquidity exceeded two years at the start of 2011, no amounts having been drawn against the €1.8 billion line following the bond issue on 7 January 2011.

The breakdown of the capital and voting rights at 31 December 2010 is provided below. There were no significant changes during the year.

% of the % of voting capital rights*

FSI 20.00% 20.70%

Groupama 6.20% 6.40%

Group employees 26.20% 27.10%

– Owned collectively ** 25.50% 26.40%

– Owned directly 0.70% 0.70%

Eiffaime 8.30% 8.60%

* Voting rights were calculated by deducting from the theoretical voting rights those

rights attached to the shares held in treasury

** Sicavas Eiffage 2000, FCPE 2011, Eiffage classique

In 2010, the Eiffage share price traded between a high of €43.23 and a low of €32.37 to close the year at €33.00, down 16.3% year-on-year, bearing in mind the CAC 40 declined by 3.3% over the same period while the SBF 120 was stable.

As in 2009, volumes exchanged on the NYSE Euronext, which on average accounted for 56% of trading in the Eiffage share, were thin, representing 33.3% of the capital compared with 35.3% in 2009.

In 2010, pursuant to the authorisations granted by the Shareholders’ General Meetings of 22 April 2009 and 21 April 2010, Eiffage pur-chased 777,550 of its own shares and sold 749,667 under the liqui-dity contract entered into on 10 December 2009. Of these shares, 165,850 were transferred to employees in connection with the exer-cise of stock options and bonus shares granted in 2008. There was no reallocation of shares in 2010.

Pursuant to the authorisation granted by the Shareholders’ Com-bined General Meeting of 25 June 2008, the Board of Directors decided to stage a capital increase reserved for employees. Some 186,458 shares were subscribed for €30.79 per share, this price reflecting the application of a 20% discount to the average share price during the 20 trading sessions preceding the Board’s decision. To avoid any dilution, the Board decided to cancel the exact same number of shares pursuant to the authorisation granted by the General Meeting of 21 April 2010.

as the crisis lingered on, the Group opted to maintain production resources sized for large-scale projects, a decision borne out by the awarding of this project.

The group share of consolidated net profit increased by 22% to €232 million, mainly because of the non-recurrence of the excep-tional distributions made under discretionary employee profit sha-ring plans in 2009.

Distributions to employees under discretionary and mandatory profit sharing plans, including the employer’s contribution, declined to €157 million in 2010 from €224 million in 2009.

Reflecting the capital increase by Eiffarie (of which €523 million was subscribed by Eiffage) carried out to finance the minority buyout at APRR, Eiffage and the contracting divisions had net debt of €203 million at 31 December 2010 compared with net cash of €488 million at 31 December 2009.

Following the acquisition in June 2010 of the shares held by Elliot Management Corporation and Sandell Asset Management, in September Eiffarie launched a public repurchase offer followed by a squeeze-out procedure. Following an appeal filed by the Saône-et-Loire General Council, this offer is the object of a stay of execution pending a ruling of the Paris Court of Appeal expected on 17 March 2011.

In accordance with its strategy, Eiffage has pressed on with invest-ments in concessions and public private partnerships, for which debt financing increased to €13,763 million at 31 December 2010, up €781 million from the previous year. Investment by APRR amounted to €310 million. Other investments, amounting to €721 million, were in ongoing concessions and public private partnerships (mainly the A65 motorway, the Corbeil-Évry hospital, Annemasse hospital and the Lille Métropole Stadium). Nearly all of this debt, €13,178 million to be precise, was without recourse against Eiffage at 31 December 2010. A significant part, amounting to €539 million, corresponds to the fair value of hedging instru-ments entered into to lock interest rates over the long term. The decline in interest rates increased this component of debt by €151 million in 2010.

Acquisitions completed in 2010 were modest, totalling only €48 mil-lion, nearly all of which was attributable to the acquisition of concrete mixing plants and quarries by Eiffage Travaux Publics from Lafarge at the end of the year.

At 31 December 2010, Eiffage had unutilised confirmed financing totalling €470 million that runs until 2015 and other credit lines that will enable it to fund its share of the equity and shareholder advances that will be needed for concessions and public private partnerships, even before taking into account the five-year, €400 million pro-gramme for the securitisation of trade receivables that was renewed in the first quarter of 2011.

The debt relating to concessions and public private partnerships is long-term, at rates that are fixed or indexed to inflation, and to be repaid in instalments out to 2051 in the case of the Millau Viaduct and 2018 in the case of APRR. Based on management forecasts, which are updated at frequent intervals, borrowers complied with all restrictive covenants for these loans with some margin to spare, both at the end of 2010 and at the loans’ terms.

In September 2010, Eiffage and Macquarie appointed Rothschild Bank to advise them for the refinancing of Eiffarie’s bank loans (which amounted to €3.6 billion at 31 December 2010) and APRR’s liquidity line maturing in February 2013.

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% of the capital

Number of shares purchased in 2010 777,550 shares 0.8%

Number of shares transferred in 2010 165,850 shares 0.2%

Number of shares sold in 2010 749,667 shares 0.8%

Number of new shares subscribed to in 2010 186,458 shares 0.2%

Number of shares cancelled in 2010 186,458 shares 0.2%

Average purchase price €37.24

Average sale price €37.64

Transaction fees excluding taxes €61,166

Number of shares registered on 31 December 2010 3,092,832 shares 3.4%

Cost of the shares held in treasury €152,813,929

Nominal value of the shares held in treasury €12,371,328

In its company financial statements, Eiffage SA reported a net profit of €210 million for the year ended 31 December 2010, compared with €240 million for 2009 and €388 million for 2008.

Given the Group’s sound financial position and its prospects, the General Meeting is invited to maintain the annual dividend at €1.20 per share, to be distributed in respect of all 90,000,000 shares in issue. The dividend corresponding to the shares held in treasury will be carried forward for subsequent appropriation.

Details of dividends paid in respect of the three previous financial years are provided in the table below

2007 2008 2009Number of shares 93,183,342 90,000,000 90,000,000

Revenues eligible to tax allowance €111,820,010.40 €108,000,000.00 €108,000,000.00

Revenues not eligible to tax allowance – – –

Details of the offices and positions held by the Directors are appended to this report.

The Board of Directors held seven meetings in 2010. These mee-tings were prepared by three committees: the Audit Committee, the Strategy Committee, and the Appointments and Compensation Committee. The Audit Committee (previously the Accounts Committee) has three members: Mr Bruno Flichy (independent director, who acts as Chairman), Mr Jean-Louis Charles (indepen-dent director) and Mr Jean-Claude Kerboeuf.

The members of the Strategy Committee are Messrs Bruno Flichy, Jean-François Roverato and Dominique Marcel, who acts as Chairman. The members of the Appointments and Compensation Committee include Ms Béatrice Brénéol and Mr Demetrio Ullastres (independent director).

In 2010, Ms Anne Duthilleul and Mr Alain Quinet resigned from the Board of Directors. On 8 December 2010, Mr Pierre Berger was co-opted to the Board of Directors in place of Ms Anne Duthilleul.

Mr Serge Michel resigned from the Board of Directors in February 2011.

At its last meeting in 2010, the Board of Directors conducted a cri-tical review of its own work and that of the committees during the year.

Pursuant to the provisions of the French Monetary and Financial Code and the General Regulations of the French financial markets supervisor (Autorité des Marchés Financiers - AMF), the Board is under the obligation to inform you of trading in the company’s shares by directors or corporate officers and related parties. This information and that relating to the compensation of the Company’s Directors and Officers are provided on pages 144 to 146 of the 2010 Reference Document, which forms an integral part of the Directors’ Report to the General Meeting.

No share purchase or subscription options were granted to any director or corporate officer. No bonus is paid to them on joining or leaving the Company, nor has the company any obligation towards them in respect of supplementary pension benefits.

Information regarding supplier payment terms is provided in the notes to the company financial statements on page 116 of the 2010 Reference Document.


approve a capital increase is required to consider a resolution pro-posing to increase the capital in favour of the employees of the Com-pany and those of other Group companies.

Accordingly, the General Meeting is invited to delegate full powers to the Board to increase the capital in favour of eligible employees within the limit of €15 million in nominal value. The waiver of prefe-rential subscription rights by the shareholders in favour of these employees would logically apply for such a capital increase.

The General Meeting is also invited to authorise the Board to allot to the Group’s employees, directors and corporate officers options entitling the holders to purchase up to one million Eiffage shares and up to one million Eiffage bonus shares.

In accordance with existing plans, which concern a total of 788 employees, the intention of this new plan would be to allow the operational staff, and younger employees in particular, to share in the Group’s performances. No discount would be applied and the Board of Directors, assisted in this by the Appointments and Com-pensation Committee, would ensure, as it did with the 2009 stock option plan, that such allocations followed the principles recom-mended by AFEP-MEDEF for rewarding performance in a way that is consonant with the total compensation received by each benefi-ciary and at an appropriate frequency.

The Statutory Auditors having submitted their reports on these various matters as presented to you, the Board duly invites you to approve the resolutions put to you.

The Board of Directors

The Board of Directors invites the General Meeting to approve the co-option to the Board of Mr. Pierre Berger, Ms Thérèse Cornil and Mr Jean-Yves Gilet. The terms of office of Ms Thérèse Cornil and of Messrs Jean-Louis Charles, Dominique Marcel and Jean-Yves Gilet will end at the close of this General Meeting. Accordingly, the Board invites the General Meeting to renew their appointment.

If elected, Ms Thérèse Cornil will be an independent director within the meaning of the AFEP-MEDEF code of corporate governance. If you approve the proposals made by the Board of Directors, the Board will have ten members, made up of four independent direc-tors, three directors representing the main shareholders, one director representing employee-shareholders, and two directors who are executives of the Company.

The Board’s composition would thus comply with the AFEP-MEDEF’s code of good practices regarding the number of indepen-dent directors and with the provisions of the Law of 27 January 2011 requiring gender parity, which comes into force in 2014.

There are several resolutions dealing with financial matters. In par-ticular, the General Meeting is invited to renew the authorisation given to the Board to purchase on the market shares representing up to 10% of the Company’s capital.

The General Meeting is also invited to authorise the Board to increase the share capital through a rights issue with preferential subscription rights so as to enable the Company to solicit its share-holders in a flexible and timely manner should this be in the Compa-ny’s interest.

Under the above authorisation, the Board would have the possibility to increase the capital by at most €150 million in nominal value.

If marketable securities are issued other than shares, their aggre-gate nominal value shall be at most €1,500 million.

As permitted by law, the General Meeting is invited to authorise the Board to increase by up to 15% the number of shares issued in connection with a capital increase to meet excess demand were this capital increase to be oversubscribed.

The General Meeting is also invited to authorise the Board to increase the capital within the limit of 10% at the time of issue with a view to remunerating contributions in shares. This will enable the Company to complete rapidly any acquisitions remunerated in shares. The waiver of preferential subscription rights would logi-cally apply since the intention is to remunerate contributions in kind by issuing shares reserved for the vendor.

These authorisations shall run for the periods allowed under law, with the Board being given full powers to implement these authori-sations and determine the relevant issuance terms and conditions, notably the date, price, exchange parity, interest rate, amount and nature of the securities.

You are reminded that, further to the provisions of Article L.225-129-6 of the French commercial code (Code de Commerce), any Combined Ordinary and Extraordinary General Meeting held to

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Financial highlights

Change in consolidated revenue

In millions of euros 2008 2009 2010Revenue by operating segment

Construction 4,118 3,704 3,620

Public Works 3,932 3,731 3,888

Energy 2,591 3,194 3,094

Metal 717 706 737

Concessions (excluding IFRIC 12) 1,868 1,898 1,991

TOTAL 13,226 13,233 13,330

Revenue by geographic area

France 10,733 11,159 11,185

Rest of Europe 2,357 1,959 2,046

Rest of the world 136 115 99

TOTAL 13,226 13,233 13,330

Revenue referred to in this reference document and in the reports and publications relating to the Group’s activity corresponds to production for the year calculated at its sale value and comprises:■ the works and services carried out directly by consolidated companies; and■ works carried out in partnership with other companies for the part accruing to the consolidated company.It does not include construction revenue from public service concession activities within the meaning of IFRIC 12.

Group employeesThe tables below indicate the average number of employees under contract during the year.

Average number of employees per category 2008 2009 2010Managers 7,954 9,353 10,906

Technical and supervisory staff 18,219 21,157 20,286

Workers and administrative staff 38,816 40,448 39,777

TOTAL 64,989 70,958 70,969

Average number of employees per operating segment 2008 2009 2010Construction 16,382 15,761 15,454

Public Works 21,538 21,332 22,425

Energy 18,962 25,239 24,486

Metal 4,088 4,698 4,715

Concessions 4,019 3,928 3,889

TOTAL 64,989 70,958 70,969

Average number of employees per geographic area 2008 2009 2010France 52,956 59,300 58,742

Rest of Europe 11,391 10,901 11,260

Rest of the world 642 757 967

TOTAL 64,989 70,958 70,969


CAPITAL EXPENDITURE

Spending on property, plant and equipment is mainly for the recur-rent renewal of existing equipment and production installations operated by Group companies. After reaching an all-time high in 2008, particularly at the Public Works division, capital expenditure declined in 2009 and then by 37% in 2010.

CONCESSIONS AND PUBLIC PRIVATE PARTNERSHIPS(Investments reported under this heading included investments in

property, plant and equipment, intangible assets and financial assets

by companies operating concessions or party to public private

partnerships)

Since 2000, the Group’s strategy of developing first the Concessions activity and then Public Private Partnerships has yielded concrete results. Successive contracts have been won for a 155-kilometre shadow toll motorway in Portugal, the Millau Viaduct concession in France, the concession for the Perpignan-Figueras rail line between France and Spain, the concession for the A65 motorway from Pau to

Langon, the concession for the Tunnel Prado Sud tunnel in Marseille, and public private partnerships for four prisons, a hospital complex in the south of the Ile-de-France region, hospital complexes in Rennes, Annemasse and Saint-Nazaire, several police stations as well as the national police headquarters, and Lille’s new stadium. Abroad, besides the Norscut project in Portugal, the Group has won a public private partnership contract for a road network in Germany and a motorway concession in Senegal. In 2010, an energy efficiency contract was signed for secondary schools in the Centre region and a public private partnership awarded for a secondary school in Jarny (Lorraine region). The investments needed to build and bring into service these installations require significant resources.

On 26 February 2006, Eiffage completed the acquisition of a control-ling interest in APRR through Eiffarie – a consortium created by Eiffage and certain Macquarie investment funds – that acquired 81.5% of APRR’s capital for a total net investment of €4.6 billion. In 2010, Eiffarie increased its interest to more than 95% by buying

Operating profit on ordinary activities analysed by operating segment(2008 restated per IFRIC 12)

In millions of euros 2008 2009 2010Construction 186 145 157

Public Works 168 121 65

Energy 97 65 49

Metal 14 19 17

Concessions 688 706 775

Holding company – 56 – 39 – 22

TOTAL + 1,097 + 1,017 + 1,041

Non-current assets analysed by operating segment(including investments in associates) (2008 restated per IFRIC 12)

In millions of euros 2008 2009 2010Construction 678 664 668

Public Works 982 999 1,051

Energy 698 708 701

Metal 151 160 164

Concessions 15,188 15,719 16,260

Holding company 100 149 189

TOTAL GROUP 17,797 18,399 19,033

Capital expenditure

In millions of euros 2008 2009 2010Intangible assets 6 23 30

Property, plant and equipment 255 176 161

Concessions and public private partnerships 980 1,150 2,067*

Acquisitions 538 75 48

TOTAL 1,779 1,424 2,306

* Including the purchase of APRR shares for €975 million

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Each costing goes through a validation process based on materiality levels. The purpose of this validation is to check and approve the costing options selected. A counter-analysis is performed by the Works department for significant projects that represent a signifi-cant investment in terms of man hours.

The delegation of powers in place within the Group helps to mitigate the financial impact of this risk.

During the construction phase, there may be hazards linked to the weather conditions or to the composition of the soil (foundations, earthmoving, etc.) for example, as well as accidents. The quality of the constructions (lead times, delivery, etc.) depends on the ability to master these operational risks.

The Group’s absolute priority is the safety of its employees and of all other persons working on construction sites. To this end, significant resources are devoted to training the personnel, to replacing equip-ment, and to analysing regularly construction site risk with the supervisors. Work at construction sites proceeds satisfactorily when the teams possess the required expertise, and are fully aware of and alert to the existence of these risks. Similarly, the planning of a construction project is based on the principle that each and every staff member must be adequately prepared and assume responsi-bility. Progress reports are prepared at regular intervals during the construction to ensure compliance with objectives in terms of deadlines, customer satisfaction and cost.

The Group’s requirements extend to its partners, i.e. to the sub-contractors and suppliers with which it has a business relation. These partners are assessed at regular intervals based on precise criteria to ensure compliance with the Group’s values and principles.

RAW MATERIAL RISK

The Group is exposed to sporadic fluctuations in the cost of certain materials, notably petroleum products (fuel, lubricants and bitumen), cement, steel, aluminium and copper. To mitigate this risk, a Purchasing department has been set up in each division that works in coordination with the staff at the regional offices. These departments seek to anticipate possible fluctuations by negotiating framework agreements featuring effective price revision clauses so as to provide additional protection to the revision clauses contained in public procurement contracts. The Group’s size and capacity for centralising its purchases lend it significant clout when negotiating prices as well as delivery and payment conditions.

For certain major projects, the Group may enter into agreements to hedge commodities such as copper, fuel or bitumen.

COMPETITION RISK

In 2009 and again in 2010, the heads of each operating unit were provided with documents and individualised training on the risks arising from combination in restraint of trade between competitors and from arrangements entered into with clients, and each under-took formally to comply with the Group’s directives. In accordance with its code of ethics and the demand made to each employee to behave in exemplary fashion, the Group has spelled out its commer-cial practices to all members of staff and increased sanctions for any breaches.

shares held by arbitrage funds and launched a public repurchase offer followed by a squeeze-out procedure to buy any shares it did not yet own. This offer is the object of a stay of execution pending the ruling of the Paris Court of Appeal, which is expected in March 2011. At 31 December 2010, Eiffarie owned 98.2% of the capital of APRR, having invested a further €975 million.

In 2008, a total of €452 million was invested by APRR, in addition to which it subscribed to a €110 million capital increase by Adelac, the company operating the A41 motorway that was brought into service in December 2008. Other investment by the Group concerned mainly the development of the A’Liénor concession for the Pau-Langon A65 motorway and public private partnerships for prisons and hospitals.

In 2009, a total of €432 million was invested by APRR, in addition to which €391 million was invested by A’Liénor in the A65 motorway and a further €275 million was invested by the Group in various public private partnerships, mainly hospital projects.

In 2010, a total of €370 million was invested by APRR, in addition to which €347 million was invested by A’Liénor to complete the construction of the A65 motorway and a further €375 million was invested by the Group in various public private partnerships.

ACQUISITIONS (other than concessions)In 2008, Eiffage acquired Clemessy and Crystal, companies that, together with Forclum, have strengthened the Energy division.

In 2009, Eiffage deliberately scaled back its acquisitions to concen-trate investments on developing the Concessions division. The most notable acquisition was that of Heitkamp, which is specialised in laying rail tracks.

In 2010, amounts spent on acquisitions declined once again, the most significant ones being Faber, a public works company in Germany, and a series of quarries in Alsace.

Risk factors(The management of financial risks is described in Note 3

to the consolidated financial statements on page 79)

OPERATIONAL RISKS

The Group’s core activity being mainly to design and execute construction projects, exposure to operational risks exists at each phase of the process.

When an order is booked, operational risk may arise because labour costs to complete the construction have been underestimated or because the quantities of materials have been incorrectly esti-mated. Similarly, a poor assessment of a client’s needs may result in a significant operational risk. The environment at the construc-tion site (access to the site, neighbourhood constraints, regulatory issues, etc.) is also an important criterion that must be taken into account in the conduct of the project.

To mitigate these risks, each contract considered must pass a cus-tomer selection process and its feasibility and technical content must be analysed. The process includes a detailed review of the offer in light of includes legal and financial criteria pertinent to the project and client.


holding company Eiffarie, of which 83% bears fixed rates or has been hedged. Part is carried by the holding company controlling concession operator Compagnie Eiffage du Viaduc de Millau, all of this debt being at fixed rates, with the capital indexed to inflation. Part is carried by A’Liénor, the operator of the Pau-Langon A65 motorway, at fixed rates. Finally, part is carried by companies that are party to public private partnerships (prisons, hospitals and police stations) having entered the operating phase. The informa-tion necessary to form an opinion as to the level of the Group’s expo-sure to fluctuations in interest rates is provided in the notes to the consolidated financial statements (pages 92 and 93, Notes 20 and 21).

The Group has very little exposure to foreign exchange risk as 98% of its revenue is generated within the euro zone.

The Group is not exposed to any equity risk since all surplus cash is held in the form of money market UCITS (invested exclusively in very short dated money market instruments) or bank certificates of deposit.

LIQUIDITY RISKS

During much of 2010, Eiffage had two liquidity lines totalling €708 million in place until 2012. In December 2010, these two lines were replaced by a new €700 million liquidity line negotiated with a pool of ten French and international banks. At 31 December 2010, €230 million had been drawn against this new facility, which has been made available until December 2015.

Furthermore, the trade receivables securitisation programme amounting to €700 million, which had been put into abeyance in 2007, is being reactivated and will provide Eiffage with additional liquidity.

As for APRR, it has a Euro Medium Term Note (EMTN) programme of up to €6 billion that was arranged in 2007 and under which it has already completed five issues. The latest issue in January 2011 for €1 billion was applied to repaying in full the amounts drawn against the €1.8 billion liquidity line arranged in 2006 for seven years. Consideration is being given to putting in place a commercial paper (CP) programme in 2011. These various credit facilities are expected to cover APRR’s investment requirements as well as enable it to refinance existing debt. Meanwhile, the acquisition financing taken on by Eiffarie (which amounted to €3.6 billion net at 31 December 2010) matures in February 2013. To prepare for this, Eiffage and Macquarie appointed a financial adviser in 2010 to assist refinancing this debt as well as APRR’s liquidity line at the start of 2012.

The covenants applicable to these loans and compliance with these covenants at 31 December 2010 are detailed in Note 21 on page 94 of the consolidated financial statements.

LEGAL RISKS

A significant part of the Group’s activities is governed by regulations applicable to public contracts and, in the case of building works, the ten-year contractors’ guarantee.

Some activities are governed by authorisations granted in respect of classified installations. This concerns notably road construction, for coating stations, binder production plants and quarries (in the latter case with the requirement to provide financial guarantees to cover site rehabilitation).

INDUSTRIAL RISKS

Given the nature of its activities, the Group has little exposure to industrial risks.

There is a risk linked to accidental exposure to hazardous chemical products. There is also the risk that clients will experience business interruptions as a result of work carried out by Group companies.

ENVIRONMENTAL RISKS

At environmental level, particular regulations govern the activities of the Group’s various divisions, notably the processing of materials recovered from demolition or building sites and of materials pro-duced for road construction, the protection of the environment and biodiversity during the construction and operation of motorway infrastructures, etc.

Measures taken by the Group to manage these risks are described more fully in the annual report on sustainable development (pages 67 to 93).

The cost and amounts of the investments related to preventive mea-sures and to measures to implement applicable standards and regu-lations are provided on page 137 of the same report.

Concerning risks linked to the emission of carbon dioxide and other greenhouse gases, the Sustainable Development department distin-guishes between:

■ regulations relating to the European Union Emissions Trading System, applicable to the Bocahut quarry in Aisne, which is the only entity at Eiffage Travaux Publics to have been allocated carbon emission quotas; and

■ the implementation of the so-called Grenelle 2 Law on the national commitment for the environment, which will require notably the preparation of a carbon balance statement for the Group’s activities by 31 December 2012. The Group is continuing to strengthen its expertise in this area and is preparing a new carbon balance state-ment for 2011 at the level of the Group.

Concerning risks associated with biodiversity protection, during the construction phase and later during the operating phase, the Group, resolved to achieve excellence in this area, has made yet further efforts by

■ implementing the Group Biodiversity Charter signed by the Chairman and Managing Director and ensuring its promotion at partner institutions and companies;

■ providing further training in connection with the first Business Chair dedicated to “the Environment, Biodiversity and Major Infrastructures” created in partnership with Paris 1 Panthéon-La Sorbonne university; and

■ compiling a biodiversity risk prevention and management pack for all the operating departments of the Group’s divisions, setting out notably the regulatory requirements arising from the Grenelle I and II laws as well as ecological engineering solutions during the construction and operating phases.

MARKET RISKS

Not taking into account the non-recourse debt of the concession operators included in the consolidation scope, the Group is not highly indebted (€203 million of net debt at 31 December 2010). Of the non-recourse debt of the Concessions activity (€13,178 million at 31 December 2010), part is carried by the APRR group and its

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Assets pledged as collateral - off balance sheet commitmentsIn 2002, the Group arranged for the securitisation of trade recei-vables to provide a source of medium-term financing. This programme was renewed in 2007. The impact of this programme on the financial statements is given in the notes to the consolidated financial statements dealing with financial assets and financial liabilities, on page 77.

In 2003, as part of the refinancing of Société Marseillaise du Tunnel du Prado Carénage (SMTPC), Eiffage pledged 505,920 shares in this company, representing 8.7% of the capital, to its lenders as collateral.

In 2006, Eiffarie, the holding company for the APRR group, pledged all its shares in APRR (i.e. 92,101,132 shares representing 81.48% of the capital) to the banks that had financed the shares’ acquisition. The financing facilities were granted for a term of seven years. The additional shares purchased in 2010 were also pledged to these banks, which means that in total 111,033,934 shares have been pledged, representing 98.2% of the capital of APRR.

In 2007, in connection with the refinancing of Compagnie Eiffage du Viaduc de Millau and its holding company VP2, all the shares of Compagnie Eiffage du Viaduc de Millau were pledged in favour of the lenders and their insurers. This refinancing has a 44-year term.

As a rule, project financing for concessions or public private partnerships is provided on the condition that the shares of the ad-hoc entities party to the financing agreements are pledged to the lenders and their guarantors.

There are no significant off balance sheet commitments other than the items referred to above or detailed in Note 40 on page 106 of the consolidated financial statements.

Patents, licences and supply agreementsThe Group is not dependent to any significant extent on any patents, licences or individual supply agreements.

Disputes and arbitrationsTo management’s knowledge, no governmental, judicial, arbitration or other proceeding has been or could be initiated against the Group that could have or, during the last twelve months, has had, a mate-rial impact on the Group’s financial situation or profitability.

ProspectsThe Group starts off 2011 with a record order book of €10.7 billion, with further orders to come following the major commercial suc-cesses right at the start of 2011, notably the designation as pre-ferred bidder for the Le Mans-Rennes rail line, which will be the biggest ever won by Eiffage.

Concessions will continue to fuel the growth in revenue and ear-nings at Group level thanks notably to the earnings enhancing effect of the APRR minority buyout. At Group level, guidance is for a 3.1% increase in revenue to €13.7 billion for the year ending 31 December 2011. The Contracting divisions can be expected to see growth recover to a moderate level, with guidance for a 2.4% increase in revenue to €11.6 billion, and then accelerate in 2012 under the lea-dership of Pierre Berger, who will take over as Chief Executive Officer on 1 July 2011.

Some contracts may contain confidentiality clauses, notably when pertaining to national defence.

Disputes and matters referred to the courts or to arbitration have not had a material impact on the Group’s financial situation in the recent past given the provisions set aside to cover such eventualities.

INSURANCE

The Group’s policy with regard to insurance cover is scaled to take into account the size effect.

First, certain risks characterised by a high-frequency rate but low severity are covered through self-insurance (e.g. auto insurance) or the application of appropriate deductibles (e.g. ten-year contractors’ guarantee).

Second, particular attention is paid to risks presenting high severity by taking out policies providing substantial cover (third-party liability).

The construction activity is subject to specific regulations and requi-rements in terms of insurance cover (ten-year contractors’ gua-rantee). All these aspects are monitored by the Legal departments of each division.

At Group level, the insurance manager ensures that the measures taken are appropriate, notably as regards self-insurance and cove-rage limits.

Description of insurance policies taken out by the Group:

■ Various third-party insurance lines provide overall cover of €85 million by claim, and an additional line subscribed since 2003 has raised this to €155 million per claim and per year. This insu-rance covers APRR and its subsidiaries since their integration into the Group;

■ Insurance in respect of the ten-year contractors’ guarantee is taken out almost exclusively for the French businesses. Cover com-plies with Law L.78-12 of 4 January 1978 and the relevant imple-menting decrees, and accordingly provides insurance against damage to buildings for the ten years following delivery within the limit of the costs of any deficiencies detected;

■ Various annual policies have been taken out at Group or subsidiary level, including by APRR and its subsidiaries, to cover property and operating assets, including contractors’ all-risks insurance (for damage during construction work), comprehensive property insu-rance (for offices, accommodation and workshops) and auto insu-rance (third-party liability, fire and theft);

■ Lastly, risks concerning accidental environmental damage are covered by the third-party liability contracts referred to above. Spe-cific policies have been taken out for classified installations (coating stations, etc.).

In total, insurance premiums paid by the Group in respect of the aforementioned policies amounted to €55 million in 2010 compared with €54 million in 2009 and €47 million in 2008.



ORDER BOOK AT 1 JANUARY 2011

At 1 January At 1 JanuaryIn millions of euros 2010 2011 % change

Construction 4,020 4,620 + 14.9%

Public Works 3,050 2,980 – 2.3%

Energy 2,115 2,265 + 7.1%

Metal 695 870 + 25.2%

TOTAL 9,880 10,735 + 8.7%

2011 REVENUE FORECASTS

2010 2011 In millions of euros forecast % change

Construction 3,620 3,900 + 7.7%

of which Property 456 550

Public Works 3,888 3,850 – 1.0%

Energy 3,094 3,050 – 1.4%

Metal 737 800 +8.5%

Concessions 1,991 2,140 +7.5%

TOTAL 13,330 13,740 +3.1%

Of which:

– France 11,185 11,540 +3.2%

– Rest of Europe 2,046 2,100 +2.6%

– Rest of the world 99 100 +1.0 %

Quarterly data for the first and third quarters of 2011 will be released on 5 May and 4 November 2011, respectively. The first-half financial statements to 30 June 2011 will be published on 31 August 2011.

Significant events since the end of the reporting periodNo significant event having bearing on the Group’s financial or commercial situation occurred between the end of the reporting period and the date this document was filed.

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CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET at 31 December 2010

Assets

In millions of euros Notes December 31, 2010 December 31, 2009

Non-current assets

Property, plant and equipment 7 1,373 1,352

Investment property 7 7 7

Intangible assets arising from concessions 7-8 13,301 13,089

Goodwill 7-9 2,850 2,830

Other intangible assets 7 107 84

Investments in associates 7-10 137 127

Operating financial assets 7 1,028 679

Other financial assets 7 230 231

Deferred tax assets 16 683 560

Total non-current assets 19,716 18,959

Current assets

Inventories 11 457 414

Trade and other receivables 12 3,798 3,598

Current tax assets 16 6 20

Operating financial assets 6 5

Other current assets 15 1,136 1,205

Cash and cash equivalents 17-20 874 1,051

TOTAL ASSETS 25,993 25,252

EQUITY AND LIABILITIES


Capital and reserves

Share capital 22 360 360

Consolidated reserves 2,050 2,172

Gains and losses recognised directly in equity – 184 – 124

Profit for the year 232 190

Shareholder’s equity attributable to the Group 2,458 2,598

Minority interests 43 512

Shareholders’ equity 2,501 3,110

Non-current liabilities

Borrowings 20 13,501 12,687

Deferred tax liabilities 16 1,620 1,678

Non-current provisions 23 469 470

Other non-current liabilities 32 33

Current liabilities

Trade and other payables 25 2,676 2,763

Borrowings 20 320 263

Non-current borrowings due within one year 20 1,019 595

Current tax liability 16 82 73

Current provisions 23 551 558

Other liabilities 26 3,222 3,022

TOTAL EQUITY AND LIABILITIES 25,993 25,252

Notes 1 to 40 form an integral part of the consolidated financial statements.


CONSOLIDATED INCOME STATEMENT for the year ended 31 December 2010


Revenue from continuing operations 13,553 13,639

Other operating income 15 6

Raw materials and consumables used – 2,841 – 2,799

Staff benefits expense – 3,449 – 3,397

External charges – 5,144 – 5,215

Taxes (other than income tax) – 360 – 360

Depreciation and amortisation expense – 811 – 790

Provisions – 12 – 62

Change in inventories of finished goods and work in progress 12 – 33

Other operating income (expenses) from ordinary activities 32 78 28

Operating profit on ordinary activities 1,041 1,017

Other income (expenses) from operations 33 – 34 – 110

Operating profit 1,007 907

Income from cash and cash equivalents 26 39

Finance costs – 506 – 511

Net finance costs – 480 – 472

Other financial income (expenses) 35 – 22 – 17

Share of profit (loss) of associates 4 – 4

Income tax expense 16 – 183 – 145

PROFIT FOR THE YEAR 326 269

• equity holders of the parent 232 190

• minority interests 94 79

Earnings per share attributable to the equity holders of the parent (euro)

Basic 37 2.67 2.18

Diluted 37 2.60 2.11


STATEMENT OF COMPREHENSIVE INCOMES for the year ended 31 December 2010*

In millions of euros December 31, 2010 December 31, 2009


Translation differences 8 3

Re-measurement of hedging instruments – 148 – 99

Gains and losses recognised directly to equity of associates – 9 – 7

Tax on items recognised directly to equity 51 34

Gains and losses recognised directly to equity – 98 – 69

NET PROFIT AND GAINS AND LOSSES RECOGNISED DIRECTLY TO EQUITY 228 200

• equity holders of the parent 176 160

• minority interests 52 40

* “Comprehensive income” in the notes hereunder


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Consolidated financial statements

CHANGES IN SHAREHOLDERS’ EQUITY for the year ended 31 December 2010

Share Share Reserves Translation Financial Group Minority Total capital premium difference instru- share interests In millions of euros ments

At 1 January 2010 360 236 2,126 15 – 139 2,598 512 3,110

Capital increase/reduction – – – – – – 254 254

Treasury shares – – 6 – – 6 – 6

Share-based payments – – 5 – – 5 – 5

Dividends – – – 104 – – – 104 – 25 – 129

Transactions with shareholders – – – 93 – – – 93 229 136

Profit for the year – – 232 – – 232 94 326

Gains and losses

recognised directly to equity – – – 8 – 64 – 56 – 42 – 98

Profit and gains and losses

recognised directly to equity – – 232 8 – 64 176 52 228

Impact of minority buyouts subsequent

to taking a controlling interest* – – – 221 – – – 221 – 753 – 974

Change in the consolidation scope

and reclassifications – – 2 – – 4 – 2 3 1

AT 31 DECEMBER 2010 360 236 2,046 23 – 207 2,458 43 2,501

* Concerns APRR exclusively

Share Share Reserves Translation Financial Group Minority Total capital premium difference instru- share interests In millions of euros ments

At 1 January 2009 366 278 2,086 12 – 110 2,632 439 3,071

Capital increase/reduction – 6 – 42 – 5 – – – 53 41 – 12

Treasury shares – – – 44 – – – 44 – – 44

Share-based payments – – 7 – – 7 – 7

Dividends – – – 105 – – – 105 – 5 – 110

Transactions with shareholders – 6 – 42 – 147 – – – 195 36 – 159

Profit for the year – – 190 – – 190 80 270

Gains and losses recognised

directly to equity – – – 3 – 33 – 30 – 40 – 70

Profit and gains and losses

recognised directly to equity – – 190 3 – 33 160 40 200

Change in the consolidation scope

and reclassifications – – – 3 – 4 1 – 3 – 2

AT 31 DECEMBER 2009* 360 236 2,126 15 – 139 2,598 512 3,110



CONSOLIDATED STATEMENT OF CASH FLOWS for the year ended 31 December 2010


Cash and cash equivalents at the beginning of the year 17 968 1,723

Effect of foreign exchange rate changes 2 –

Restated cash and cash equivalents at the beginning of the year 970 1,723


Net impact of investments accounted for by the equity method 3 13

Depreciation, amortisation and provisions, net 728 765

Other adjustments for items not involving movement of funds – 40 – 50

Gains on disposals – 17 – 15

Cash generated by operations 1,000 982

Net interest expense 539 512

Interest paid – 523 – 515

Income tax 183 145

Income tax paid – 299 – 221

Changes in working capital related to operating activities 18 – 98 – 60

Net cash from (used in) operating activities (I) 802 843

Intangible assets – 40 – 37

Intangible assets arising from concessions (1) – 679 – 771

Property, plant and equipment – 209 – 224

Investments (2) – 1,378 – 392

Total purchases of non-current assets – 2,306 – 1,424

Proceeds from disposal of non-current assets 28 38

Cash and cash equivalents of entities bought or sold 15 – 13

Net cash from (used in) investing activities (II) – 2,263 – 1,399

Dividends paid – 129 – 111

Proceeds from issue of shares (4) 254 41

Repurchase and resale of treasury shares 6 – 96

Repayments of borrowings – 799 – 1,309

New borrowings (3) 1,891 1,276

Net cash from (used in) financing activities (III) 1,223 – 199

Net increase (decrease) in cash and cash equivalents (I + II + III) – 238 – 755

Cash and cash equivalents at the end of the year 17 732 968


(1) The main investments in 2010 relating to intangible assets arising from concessions concerned:

- the motorway being built by A’liénor, with €347 million of investments (compared with €390 million in 2009), and

- the APRR/AREA motorway network, with €310 million of investments (compared with €359 million in 2009).

(2) As regards non-current financial assets, investments in 2010 concerned mainly:

- the acquisition of 15.9% of the capital of APRR for €975 million;

- investments in public private partnerships totalling €352 million (compared with €275 million in 2009); and

- acquisitions totalling €48 million.

(3) The increase in new borrowings was linked mainly to the investments described above.

(4) In 2010, minority interests in the capital increases at Eiffarie (€229 million) and Aliénor (€25 million)

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1 GENERAL INFORMATIONThe registered office of Eiffage SA is located at 163 quai du Docteur Dervaux, Asnières-sur-Seine, France.

The shares of Eiffage SA are listed in Compartment A of the market organised by Euronext in Paris.

The consolidated financial statements for the year ended 31 December 2010 were approved by the Board of Directors on 24 February 2011 and will be submitted for the shareholders’ approval at the General Meeting to be held on 20 April 2011.

Significant events in 2010

In 2010, Eiffarie, which is owned for 50% plus one share by Eiffage, increased its interest in the capital of APRR from 81.48% to 98.22%. Eiffarie launched a public repurchase offer followed by a squeeze-out procedure. Following an appeal, this offer is the object of a stay of execution since October 2010.

2 SIGNIFICANT ACCOUNTING POLICIES AND METHODS

2.1. BASIS OF PREPARATION

The consolidated financial statements have been prepared in accor-dance with International Financial Reporting Standards as adopted by the European Union.

The financial statements are presented in euro, which is the parent company’s functional currency. Amounts are stated in millions of euros unless otherwise indicated.

Changes in International Financial Reporting Standards (IFRS) up to the balance sheet date are summarised below:

The following new standards, interpretations and amendments took effect for annual periods beginning before, on or after 1 January 2010 according to IASB but the European Union did not require their application until 1 January 2010:

■ IFRS 3 (revised), “Business Combinations”, and amendments to IAS 27, “Consolidated and Separate Financial Statements”, IAS 28, “Investments in Associates”, and IAS 31, “Interests In Joint Ventures”;

■ IFRIC 15, “Agreements for the Construction of Real Estate”, IFRIC 16, “Hedges of a Net Investment in a Foreign Operation”, IFRIC 17, “Distributions of Non-cash Assets to Owners”, and IFRIC 18, “Trans-fers of Assets from Customers”;

■ amendment to IFRS 2, “Share-based Payment”, relating group cash-settled share-based payment transactions; and

■ improvements to IFRS issued in April 2009.

IAS 27 (revised), “Consolidated and Separate Financial Statements”, has been applied since 1 January 2010 to account for step acquisi-tions after control is obtained, notably to the acquisition by Eiffarie of a further 16.74% of the capital of APRR (see section above dealing with significant events in 2010). The change of accounting method was applied prospectively and has no impact on earnings per share.

Under the new accounting method introduced by IAS 27 (revised), the acquisition of additional shares in a subsidiary after control is obtained is accounted for as an equity transaction between the owners acting this capacity.

Accordingly, no goodwill is recognised in connection with such a transaction.

Adjustments linked to the difference, at the acquisition date, between the share of the book value of the net assets acquired and the cost of the investment are recognised directly to the Group’s share in the capital and reserves of the consolidated entity.

IFRIC 15, IFRIC 16, IFRIC 17 and IFRIC 18, the amendment to IFRS 2 and the improvements to IFRS issued in April 2009 had no impact of the Group’s financial statements.

Eiffage elected for the early application of IFRIC 12 as from 1 January 2009.

A number of new standards, amendments to standards and inter-pretations will be effective for annual periods beginning on or after 1 January 2010 and were not applied for the preparation of these consolidated financial statements. None of these texts is expected to have a material impact on the Group’s consolidated financial sta-tements except for IFRS 9, “Financial Instruments”, for which appli-cation is mandatory for annual periods beginning on or after 1 January 2013 (subject to adoption by the European Union). This standard could modify the classification and measurement of finan-cial assets. The Group does not intend to elect for the early applica-tion of this standard and has not yet determined what effects, if any, might result from its application.

2.2. BASIS OF CONSOLIDATION AND METHODS

OF CONSOLIDATION

Basis of consolidation

The financial statements have been prepared on the historical cost basis (taking into account depreciation, amortisation and impair-ment, as appropriate) except for the following items, which are reported at fair value as required by IFRS:■ Financial instruments available for sale;■ Investment property;■ Financial instruments; and■ Financial derivatives.

Methods of consolidation

Companies are consolidated under the full consolidation method when the Group controls directly or indirectly more than 50% of the voting rights or exercises effective control. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of the enterprise so as to obtain the economic benefits from its activity.

Companies are accounted for using the equity method when the Group controls between 20% and 50% of voting rights or exercises, directly or indirectly, significant influence over the enterprise.

French joint ventures are consolidated under the full method in the separate financial statements of Group companies when the Group manages the undertaking. All amounts are maintained in the conso-lidated financial statements. When a joint venture is not managed by the Group, only its share of the joint venture’s profit is recognised to profit or loss, under other operating income (expenses) from ordi-nary activities.

Enterprises involved in the production of materials used for road construction and maintenance are consolidated when revenue generated with third parties exceeds €1.5 million.

Enterprises engaged in property development are consolidated when the property development programme exceeds €6 million at the onset and their inventory exceeded €1.2 million at the preceding year-end.

Notes to the 2010 consolidated financial statements (millions of euros unless otherwise indicated)


2.4. SEGMENT REPORTINGIn accordance with IFRS 8, segment reporting is based on the Group’s internal organisation for reporting to senior management. Accordingly, operating segments are:■ Construction: building design and construction, property develop-ment and building maintenance;■ Public Works: civil engineering, road construction, infrastructure maintenance and material production;■ Energy: electrical contracting and air conditioning;■ Metal: metallic construction and services to industry;■ Concessions and Utilities Management: construction and opera-ting of infrastructures under concessions and public private partnerships;■ Holding: management of participating interests and services to group companies.

2.5. REVENUE RECOGNITION

2.5.1. Construction contracts

Construction contracts are accounted for by reference to the stage of completion as required by IAS 11.

To measure the stage of completion, the Group uses the approach that is most suitable under the circumstances; i.e. either by measu-ring the physical level of completion of the work or by determining the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs.

IAS 11 is also applied to construction contracts for facilities or ins-tallations that are to be operated by the Group as the concession holder.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is provisioned immediately whatever the stage of completion.

These provisions are based on estimates drawn up individually for each contract. When appropriate, these estimates may include amounts in respect of claims that have been filed when it is probable these amounts will be recovered and when they can be determined reliably.

Underlying assumptions are reviewed on an ongoing basis. The effects of changes in estimates are recognised in the period when the changes occurred.

2.5.2. Property development

Property under construction is accounted for by reference to the stage of completion upon a sale agreement being evidenced before a notary or upon a property development contract being signed.

The stage of completion is determined by performing physical sur-veys of work performed and the percentage thus determined is applied to the estimated profit for the lots sold.

2.5.3. Concessions and Utilities Management

During the operational phase, revenue from intangible assets ari-sing from concessions consists of the tolls paid by the infrastructure users, while revenue from operating financial assets consists of the remuneration earned on the amount receivable and of maintenance fees.

The results of enterprises acquired or sold during the year are included in the consolidated financial statements, as from the date of acquisition in the first case and until the date of disposal in the second.

Translation of financial statements denominated in foreign currencies

The individual financial statements of entities or establishments whose functional currency is not the euro are prepared in their local currency. The financial statements are translated into the presenta-tion currency, i.e. the euro, at the rates of exchange prevailing at the year-end in the case of the balance sheet and the weighted average monthly exchange rate in the case of the income statement and the cash flow statement. The use of the average monthly exchange rate ensures a value close to the exchange rate on the transaction date in the absence of significant exchange rate fluctuations. Exchange differences arising from these translations are reported under gains and losses recognised directly to equity in the statement of comprehensive income.

2.3. PUBLIC-TO-PRIVATE SERVICE CONCESSION

ARRANGEMENTS

In accordance with IFRIC 12, the Group recognises:

■ intangible assets representing the right to charge fees to the users of the public service, the amounts of which are contingent on the extent to which the public uses the service (for instance the concession motorways). The right is measured at the fair value of the infrastruc-tures that are the object of the concession, to which are added bor-rowing costs incurred while the asset is under construction. The right is amortised on a straight-line basis over the term of the service conces-sion arrangement as from the date the infrastructure is brought into service, to reflect the economic benefits expected to be procured by the arrangement. These assets are recognised on the asset side of the balance sheet on a specific line, “Intangible assets arising from concessions”.

■ financial assets, when the operator has an unconditional contractual right to receive a specified or determinable amount of cash. This right is recognised by recording in the balance sheet a receivable measured at the fair value of the cash to be received. Subsequently, this asset is measured at amortised cost, payments received by the operator being deducted against it. The revenue generated by the receivable is reco-gnised as operating income. Financial assets are recognised on the asset side of the balance sheet on specific lines, “Operating financial assets“, analysed between non-current and current amounts.

Certain arrangements may combine characteristics of both models. When this is the case, only that part providing an unconditional contrac-tual right to receive a specified or determinable amount of cash is recorded as a financial asset, the other part, which corresponds to the right to charge fees to the user, being recorded as an intangible asset.

Property, plant and equipment not controlled by the grantor, which are required to operate the concession (buildings, toll equipment, service vehicles, etc.) are recognised as such and depreciated over their esti-mated useful life.

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In accordance with IFRS 3 (revised), “Business Combinations”, the fair value of the acquired company’s assets, liabilities and contin-gent liabilities may be adjusted during the 12 months following the date of acquisition.

Valuation differences and goodwill relating to foreign entities are considered as belonging to these entities. These items are therefore expressed in the entity’s functional currency.

2.9. INTANGIBLE ASSETS ARISING

FROM CONCESSIONS

These intangible assets represent the operator’s right to charge fees to the users of the public service. They are reported in the balance sheet at the cost of construction of the infrastructures that are the object of the concession, to which are added borrowing costs incurred while the asset is under construction. They are amortised over the term of the service concession arrangements to reflect, on a case-by-case basis, the economic benefits procured by each concession arrangement.

2.10. OTHER INTANGIBLE ASSETS

Development costs are capitalised if, and only if these costs can be measured reliably, the technical and commercial viability of the pro-duct or process has been demonstrated, future economic benefits are expected to flow to the Group, and the Group has the intention and the resources needed to complete development and use or sell the asset in question.

Development costs concern mainly software (amortised on a straight-line basis over three to five years) and rights attached to the operation of quarries.

2.11. IMPAIRMENT LOSSES RECOGNISED

IN RESPECT OF NON-FINANCIAL ASSETS

Non-financial assets with an indefinite useful life are not depre-ciated but are tested for impairment annually. Other depreciable assets are tested for impairment when particular events or cir-cumstances indicate that their value might be impaired and their recoverable amount might be less than their carrying value.

The impairment loss corresponds to the excess of the carrying value over the recoverable amount. Impairment testing is performed in respect of individual assets or, when assets cannot be measured separately, at the level of the cash generating unit (CGU).

Goodwill is not amortised but is tested for impairment at least annually and whenever there is any indication of impairment in value, any impairment loss being recognised.

For impairment testing purposes, goodwill that cannot be tested individually is included in the cash generating unit group expected to benefit from the synergies produced by the business combination.

The recoverable amount of the cash generating unit group in which this goodwill is included is the higher of fair value less costs to sell and value in use.

In practice, the recoverable amount of the cash generating unit groups is determined first by reference to their value in use. If the value in use is less than the cash generating unit group’s carrying value, fair value less costs to sell is then determined.

2.6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are valued at cost less accumulated depreciation and any impairment. They are analysed by component as required by IAS 16. Assets made available under finance leases as defined by IAS 17, “Leases”, are reported under property, plant and equipment on the balance sheet. The corresponding liability is reported under borrowings on the balance sheet.

Depreciation

Property, plant and equipment are depreciated as from the date the asset was brought into service so as to write the asset off over its useful life.The following useful lives are used:■ Buildings 20 to 40 years■ Technical installations, plant and tooling 3 to 15 years■ Other 5 to 10 years

Quarrying rights

Rights attached to the operation of quarries are determined by refe-rence to the total quantity of material that is expected to be extracted. The annual depletion charge is based on the tonnage actually extracted from the quarry.

2.7. INVESTMENT PROPERTIES

The Group owns properties for which it receives rental income. These properties are stated at fair value at the balance sheet date.

Gains or losses arising from changes in the fair value of investment properties are included in profit or loss under other operating income (expenses) from ordinary activities for the period in which they arise.

Fair value is determined by applying to the rental and other income generated by each property a coefficient measuring its expected profitability taking into account such factors as the location and nature of the property. Appraisals are performed at regular inter-vals by the Property Management Department.

2.8. BUSINESS COMBINATIONS

Since 1 January 2010, business combinations are accounted for by the Group applying IFRS 3, “Business Combinations”, as revised in 2008. This change in accounting method has been applied prospectively.

Goodwill is measured as the difference, at the acquisition date, between on the one hand the cost of the investment, increased by the fair value of any non-controlling interest held previously in the acquired company, and on the other hand the net amount of the identifiable assets acquired and liabilities assumed that has been recognised.

For each business combination, the Group has chosen to measure non-controlling interests at the acquisition date;■ at fair value (full goodwill method); or■ as the non-controlling interest’s proportionate share of the fair value of the net identifiable assets of the acquired company (partial goodwill method).

When the above difference is negative, the resulting gain is reco-gnised as a bargain purchase in profit or loss.

Costs associated with the acquisition, other than costs of issuing debt or equity instruments, are expensed when incurred.


b) Available-for-sale financial assets comprise mainly non-consoli-dated participating interests, as well as securities not meeting defi-nitions for other categories of financial assets. After initial recognition, they are measured at fair value, changes in fair value being recognised directly to equity. The carrying value for non-consolidated interests corresponds to their fair value. Impairment losses are recognised when it is expected there will be a significant and lasting deterioration in profitability. When these assets are derecognised, accumulated gains and losses recognised directly to equity are reversed to the income statement.

c) Financial assets and financial liabilities measured at fair value through profit or loss comprise assets and liabilities that are held for trading. Gains and losses on these assets correspond to interest, dividends, changes in fair value and gains or losses on disposal.

d) Cash and cash equivalents are also measured at fair value through profit or loss. They comprise cash on hand, demand depo-sits, which are measured at their initial value, and other short-term, highly liquid investments that are readily convertible to a known amount of cash and are not exposed to the risk of a significant change in value pursuant to the Group’s investment policy.

Bank balances repayable on demand form an integral part of the Group’s treasury management and are a component of cash and cash equivalents for the purpose of the consolidated cash flow statement.

e) Loans and other financial liabilities are recognised initially at fair value less transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method.

f) Commitments to buy out minority interests are treated as a debt, being measured at present value and reported as a financial liability. Subsequent changes in value resulting from the reversal of dis-counting are recognised in the income statement under finance costs.

Changes in the value of these commitments arising from adjust-ments to the assumptions underpinning their valuation are recorded as financial liabilities, the offsetting entry being to goodwill for com-mitments arising from acquisitions prior to the date of application of IFRS 3 (revised) by the Group and to profit or loss for acquisitions completed on or after 1 January 2010.

g) Derivative financial instruments used by the Group to hedge exposure to changes in interest rates on some of its variable rate loans are recognised initially at fair value. Attributable transaction costs are recognised to the income statement as and when incurred.

For the effective portion of instruments qualifying as cash flow hedges, subsequent changes in fair value (obtained from the finan-cial institutions having issued the instruments) are recorded under gains and losses recognised directly to equity.

Any change in the fair value of the ineffective portion is recognised in profit or loss.

The gain or loss on the effective portion of the hedge is recognised under finance costs in the income statement in the period in which the hedged item has an impact thereon.

2.14. INVENTORIES

Inventories are stated at the lower of cost, determined applying the first-in, first-out method, and net realisable value.

Inventories include property stocks, which accordingly are stated at the lower of cost and net realisable value.

The value in use is estimated using the discounted cash flow method, based on the two following elements:

■ Expected cash flow at nil debt, namely:– Operating profit before depreciation charges;– Changes in working capital;– Capital expenditure to replace existing property, plant and equip– ment; and– Taxes.

■ Discount rate (opportunity cost of capital) determined for each cash generating unit group based on its activity and associated risk profile.

The use of after-tax rates to determine recoverable amounts pro-duces the same results as applying pre-tax rates to cash flow before tax.

The recoverable value of cash generating unit groups, other than activities operating concessions and managing public services, is calculated as the sum of discounted cash flows to infinity.

The recoverable value of concessions cash generating units is cal-culated as the sum of discounted cash flows over the remaining life of the concession agreement.

2.12. NON-CURRENT AND CURRENT OPERATING

FINANCIAL ASSETS

These assets represent amounts receivable under public private partnerships and unconditional contractual rights to receive a spe-cified or determinable amount of cash, resulting from the applica-tion of IFRIC 12. They are measured at amortised cost using the effective interest rate method, which, for these contracts, corres-ponds to the project’s internal rate of return.

2.13. FINANCIAL INSTRUMENTS

2.13.1. Financial assets and financial liabilities

Financial assets comprise available-for-sale financial assets, held-to-maturity investments, financial assets measured at fair value through profit and loss, derivative instruments, operating loans and receivables, and cash and cash equivalents.

Financial liabilities comprise loans, other financing and bank facili-ties, derivative instruments and operating payables.

That part of the loans that is expected to be settled within 12 months after the balance sheet date is reported under current liabilities.

The potential borrowings corresponding to the securitisation pro-gramme would be reported under this heading. At 31 December 2010, the credit line related to this programme was in the course of being renewed for five years. The renewal of this programme is expected to be finalised in the first quarter of 2011.

The financial assets and financial liabilities indicated above are recognised and subsequently measured in accordance with IAS 39, “Financial Instruments: Recognition and Measurement”.

2.13.2. Recognition and subsequent measurement

a) Loan and receivables are recognised initially at fair value plus directly attributable transaction costs. Subsequently, they are mea-sured at their amortised cost using the effective interest rate method, less any impairment losses.

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Provisions for maintaining infrastructures in condition

Given the obligation, under the service concession arrangements, to maintain to a specified condition the infrastructures represented by intangible assets as explained in Note 2.9, provisions have been determined by reference to the replacement cost of certain parts of motorway infrastructures. Provisions are set aside over the esti-mate useful life of the assets to be replaced. The amounts obtained are then restated at their balance sheet date value applying the ave-rage interest rate negotiated by the Group for financing this activity.

Retirement benefit obligations

These concern long-term employee benefits in respect of indemni-ties payable upon the employee’s voluntary retirement. By nature, this is a defined benefit plan.

The defined benefit obligations are measured using the projected unit credit method based on the expected date of retirement and end-of-service salary.

The calculation takes into account:■ the grade, age and past service of each employee;■ the expected age on retirement (63 years);■ turnover calculated by business line, age band and category;■ the individual average monthly salary including bonuses and other incentive payments, increased to include the employer’s statutory contributions;■ the expected rates of salary increases (3%);■ the discount rate applicable to the expected obligation on the reti-rement date (4.50%), determined by reference to the iBoxx AA over 10 Year Corporate index;■ official actuarial tables for France (source: TH/TF Insee 04-06); and■ the application of the voluntary retirement scheme.

Actuarial gains and losses result from experience adjustments and the effects of changes in actuarial assumptions as regards interest rates, staff turnover and conditions under which employees will retire. These actuarial differences are recognised only when they exceed or fall below 10% of the defined benefit obligation or 10% of the value of the plan assets, which is known as the “corridor” approach. The portion recognised is the excess falling outside this 10% corridor divided by the expected average remaining working life of the employees participating in the plan.

The cost of past services results from changes to existing schemes or the introduction of new schemes. As regards the Group, they result notably from changes to the collective bargaining agreements in the construction, civil engineering and metallurgy sectors and from changes arising from the amendment to the law on the finan-cing of the social security system. This cost is recognised on a straight-line basis over the expected average vesting period.

Long-service medals

Long-service medals are awarded to employees on certain anniver-sary dates during the career of the beneficiary or after a number of years of service. They are treated as other long-term employment benefits and are recognised and measured applying the same prin-ciples as for defined benefit plans. All changes in value are reco-gnised directly to the income statement.

2.15. TRADE AND OTHER RECEIVABLES

Trade receivables are recognised initially at fair value, which gene-rally corresponds to nominal value unless the effect of discounting is material. Subsequently, they are measured at amortised cost, an impairment loss being recognised when applicable to take irrecove-rable amounts into account.

Gross receivables arising from the application of the percentage of completion method to long-term construction contracts are reported under trade receivables.

In connection with its financing, the Group arranged for the securi-tisation of trade receivables through the sub-fund of a debt securiti-sation mutual fund in 2002. The receivables securitised continue to be reported as trade receivables in the consolidated balance sheet.

2.16. CURRENT AND DEFERRED TAXES

Current tax is calculated in accordance with the tax legislation of the country where each entity is based.

Deferred tax is recognised on differences between the carrying value of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, with the notable exception of goodwill.

Deferred tax is calculated under the liability method, therefore at the tax rates that are expected to apply in the period when the liabi-lity is settled or the asset realised and to the extent these rates are known at the year-end.

The effects of changes in tax rates are recognised directly to profit or loss in the period when the change in tax rate was decided.

Tax liabilities are netted off against tax assets when there is a legally enforceable right to do so, namely when a company, acting as the head of a tax group, is able to assume sole responsibility for the payment of tax on behalf of the other companies belonging to the tax group.

Deferred tax assets are recognised to the extent that it is more pro-bable than improbable that relief can be obtained in later years.

Contingent tax relating to the undistributed reserves of companies accounted for by the equity method is recognised in the balance sheet under investments in associates.

Deferred tax assets and liabilities are not discounted to their pre-sent value.

2.17. SHARE CAPITAL

Treasury shares

As required by IAS 32, Eiffage shares held by the Group are deducted from equity at the amount at which purchased.

2.18. PROVISIONS

Non-current provisions

Non-current provisions include the non-current portion i.e. liability in excess of one year of the following:


2.22. OTHER FINANCIAL INCOME AND EXPENSES

Other financial income and expenses record the impact on income of non-consolidated participating interests, gains and losses on the sale of financial assets and the effect of discounting employee benefit obligations and other assets and liabilities.

2.23. FINANCE LEASES

When a lease agreement transfers substantially all the risks and rewards of ownership to the Group, the asset made available under the lease is recorded as plant, property and equipment and depre-ciated over its estimated useful life when there is a reasonable assurance that ownership will be transferred to the Group at the end of the contract, or over the contract’s duration if there is no such assurance. The offsetting credit entry is to borrowings, the obliga-tion being amortised over the duration of the leasing contract.

3 MANAGEMENT OF FINANCIAL RISKSAt 31 December 2010, the Group had no exposure to a concentration of any of the financial risks below. Furthermore, the State, regional and local authorities account for over 50% of the Group’s activity in France.

Exposure to interest rate risk

For its activities involved with concessions and utilities manage-ment, the Group contracts debt at fixed or variable interest rates depending on the market conditions when the financing is arranged. In respect of variable rate loans, interest rate hedges are put in place to reduce exposure to changes in interest rates.

As regards the Group’s other activities, the debt contracted bears variable interest rates except for finance lease obligations, which bear fixed interest rates.

Exposure to currency risk

The Group has little exposure to currency risk in connection with its ordinary activities since its main subsidiaries operate in the Eurozone.

Export contracts outside the Eurozone are negotiated in the same currency as the related costs.

Consequently, the currency risk is limited to lags in the cash flow generated by these contracts, to payments made to cover head office costs and to profits transferred to France.

As and when conditions require, hedging contracts may be entered into to protect specific balance sheet assets or liabilities against currency fluctuations.

Exposure to liquidity risk

In connection with its activities involving concessions and public pri-vate partnerships, the Group has negotiated individual financing agreements specific to each concession or public private par-tnership. These financings may require compliance with financial ratios tailored to each situation. The liquidity risk attendant on these activities is managed by analysing expected cash flows and debt repayments.

Obligations towards employees in respect of defined contribution plans

Contributions to defined contribution plans are recognised to the income statement in the period when incurred.

Other obligations towards employees

Other than those detailed above, the Group has no obligations towards employees in respect of healthcare cover and is not therefore affected by changes in medical expenses.

Current provisions

Current provisions comprise provisions relating to the normal ope-rating cycle:■ provisions for disputes and penalties;■ provisions for guarantees given;■ provisions for construction site risks;■ provisions for restructuring; and■ they also include provisions for losses on the completion of construction contracts estimated based on economic and financial projections drawn up for each individual contract.

When appropriate, these estimates may include amounts likely to be obtained from claims that have been filed.

2.19. INDIVIDUAL RIGHTS TO TRAINING

To the extent that this procures a future benefit to the Group, no pro-vision has been booked for employees’ individual rights to training. The number of training hours to which employees were entitled at 31 December 2010 was 5.2 million.

2.20. SHARE-BASED PAYMENTS

In accordance with IFRS 2, “Share-based Payment”, the issuance to employees of bonus shares or rights to shares is treated as an increase in equity, with the offsetting debit entry to profit or loss under staff benefits expense.

The fair value of stock options is estimated at the grant date. The corresponding charge is spread over the rights’ vesting period.

Capital increases reserved for employees at a discount are analysed to determine any benefit that might result. The fair value of the benefit takes into account the five-year unavailability period for shares acquired in the context of a group savings plan.

2.21. OTHER INCOME AND EXPENSES

FROM OPERATIONS

Other income and expenses from operations are items that arise as the result of a major event occurring during the accounting period, when failure to disclose these items separately might give a mislea-ding view of the Group’s performance. They therefore concern a limited number of items of income and expenditure that are unusual and infrequent. They are disclosed on a separate line of the income statement so as not to distort operating profit on ordinary activities. These items may include gains or losses on disposals, significant and unusual impairment losses relating to non-current assets, cer-tain restructuring charges or provisions in respect of liabilities or claims of a specific nature which are material in relation to the Group’s ordinary activities.

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The estimates and assumptions concern essentially:■ the stage of completion of construction contracts and the measu-rement of the profit on completion (trade receivables on the asset side of the balance sheet, other payables on the liability side, and revenue in the income statement)■ provisions;■ valuation of share-based payments;■ employee benefit calculations (discount rate, inflation, rate of increase in wages and salaries); and■ impairment tests (key assumptions used to determine recove-rable amounts: model and discount rate).

Regarding construction contracts, estimates and assumptions regarding the stage of completion and the measurement of the profit on completion are reviewed regularly for each contract on the basis of the information that is available.

Past costs, future costs and any guarantee costs are analysed; their measurement is based on the best estimate of the costs that will be incurred to fulfil the Group’s contractual obligations.

Assumptions relied upon take into account the technical and contractual constraints specific to each contract.

5 CONSOLIDATION SCOPE

5.1. CONSOLIDATION OF APRR GROUP

Control over Autoroutes Paris Rhin Rhône (APRR) and its subsidia-ries is exercised through Financière Eiffarie, which is majority controlled by the Group (50% of the capital plus one share) and which in turns controls 98.23% of the capital of APRR.

5.2. CHANGES IN THE CONSOLIDATION SCOPE

Changes in consolidation scope of the Construction, Public Works, Energy and Metal divisions had the following impacts on the balance sheet:■ non-current assets: €47 million;■ current assets: €33 million;■ non-current liabilities: €7 million;■ current liabilities: €34 million.

As regards the income statement, companies added to the consoli-dation scope contributed revenue of €257 million, an operating loss of €3 million and a net loss of €4 million*.

The net impact of these changes in the consolidation scope on the cash position was a €32 million reduction after taking into account the net cash position of the companies acquired.

The increase in the interest held in the APRR Group, which has been accounted for in accordance with the provisions of IAS 27 (revised), resulted in the investment being recognised directly to equity, which reduced total equity by €974 million.

Of this amount, €221 million was recognised against the Group’s share and €753 million against minority interests.

* Includes impact in 2010 of companies consolidated for the first time in 2009,

notably Eiffage Rail (formerly Heitkamp Rail)

In connection with its contracting activities in particular, the Group has defined a policy for arranging and renewing confirmed credit lines amounting to €760 million, of which most are available out to 2015. At 31 December 2010, the Group had drawn €230 million against these lines.

In addition, the Group is in the process of renewing for five years its €400 million trade receivables securitisation programme; this pro-cess is expected to be completed in the first quarter of 2011.

Exposure to credit risk

With regard to the management of credit risk, the Group’s revenue is generated in two main activities.

As regards concessions and utilities management activities, the risk of insolvency is extremely slight, being mitigated by the very large number of transactions for small individual amounts settled in cash on the transaction date, or because amounts are settled by local authorities over the longer term under the terms of public private partnerships.

As regards the contracting activities, a substantial part is with public sector enterprises or large private sector companies, mitigating the collection risk.

Finally, as regards the property activities, sales are negotiated under pre-completion development contracts, with the payment of advances on the part of the buyers, which limits the payment default risk.

Exposure to the risk of fluctuation in the price of raw materials

As regards the contracting activities, the projects in which the Group is involved are generally covered by price revision clauses linked to a national index that provide a hedge against fluctuations in raw material prices.

As and when conditions require, and exclusively in the case of major projects without a price revision clause, contracts may be entered into as a hedge against fluctuations in raw material prices. This is limited to the sourcing of supplies for which prices on world mar-kets are prone to sharp fluctuations.

4 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENT

Use of estimates

When preparing the consolidated financial statements in accor-dance with International Financial Reporting Standards, reliance was placed on estimates and assumptions that affect the amounts at which assets and liabilities are reported in the balance sheet, contingent liabilities are reported in the notes, and income and charges are reported in the income statement. These estimates and assumptions are based on past experience and on various other fac-tors, bearing in mind the current economic and financial environ-ment has lowered visibility as regards business prospects. It is possible that the carrying amounts of the assets and liabilities may be adjusted subsequently because of these sources of estimation uncertainty.


6 SEGMENT REPORTING

6.1. SEGMENT REPORTING FOR 2010

Information by operating segments

Construction Public Energy Metal Concessions Holding Eliminations Total

Works and utilities management

Income statement

Revenue

from continuing operations 3,656 3,865 3,003 707 2,310 12 – 13,553

Inter-segment sales 74 65 84 24 1 105 – 353 –

Total 3,730 3,930 3,087 731 2,311 117 – 353 13,553

Operating profit

on ordinary activities 157 65 49 17 775 – 22 – 1,041

Operating profit 144 57 37 15 775 – 21 – 1,007

Information by geographical area

France Rest of world


6.2. SEGMENT REPORTING FOR 2009

Information by operating segments

Construction Public Energy Metal Concessions Holding Eliminations Total

Works and utilities management

Income statement

Revenue

from continuing operations 3,817 3,744 3,115 678 2,273 12 – 13,639

Inter-segment sales 50 54 71 21 1 95 – 292 –

Total 3,867 3,798 3,186 699 2,274 107 – 292 13,639

Operating profit

on ordinary activities 145 121 64 19 706 – 38 – 1,017

Operating profit 108 85 36 15 701 – 38 – 907

Information by geographical area

France Rest of world


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7 NON-CURRENT ASSETS (OTHER THAN DEFERRED TAX)

7.1. IN 2010

A) Cost or valuation

At 1 Changes in Translation Depreciation Disposals At 31 January consolidation difference charge December 2010 scope for the year 2010

Land 404 15 – 7 – 9 417

Buildings 383 18 – 19 – 5 415

Technical installations, equipment and tooling 1,055 63 1 116 – 83 1,152

Other property, plant and equipment 1,308 – 28 – 153 – 92 1,341

Total property, plant and equipment (1) 3,150 68 1 295 – 189 3,325

Investment property 7 – – – – 7

Intangible assets arising from concessions 18,521 9 – 721 – 1 19,250

Goodwill (2) 2,830 14 6 – – 2,850

Other intangible assets 252 9 – 40 – 6 295

Investments in associates 127 25 – 4 – 19 137

Non-current operating financial assets 679 – 1 – 350 – 1,028

Unlisted participating interests 70 2 – 1 – 2 71

Receivables relating to participating interests 59 – – 5 – 64

Loans 100 – 4 – – – 96

Other non-current financial assets 25 – 3 – – – 22

Total other financial assets 254 – 5 – 6 – 2 253

Total cost or valuation 25,820 119 7 1,416 – 217 27,145

B) Accumulated depreciation and impairment


Land 65 3 – 11 – 9 70

Buildings 167 1 – 19 – 4 183

Technical installations, equipment and tooling 669 21 – 125 – 70 745

Other property, plant and equipment 897 12 – 127 – 82 954

Total property, plant and equipment (1) 1,798 37 – 282 – 165 1,952

Investment property – – – – – –



Investments in associates – – – – – –

Non-current operating financial assets – – – – – –

Unlisted participating interests 19 – 1 – 1 – 19

Receivables relating to participating interests 3 – – – – 3

Loans – – – – – –

Other non-current financial assets 1 – – – – 1

Total other financial assets 23 – 1 – 1 – 23

Total accumulated depreciation and impairment 7,421 49 – 813 – 171 8,112

CARRYING AMOUNT (A-B) 18,399 70 7 603 – 46 19,033

(1) The impact of restating finance leases in accordance with IAS 17 is summarised in the table below:

Increase Decrease

Cost or valuation 84 – 78

Accumulated depreciation

and impairment 67 – 61

Carrying amount 17 – 17

(2) No impairment loss was recognised in 2010.


7.2. IN 2009

A) Cost or valuation


Land 394 – 1 – 12 – 1 404

Buildings 356 19 – 24 – 16 383

Technical installations, equipment and tooling 978 33 – 119 – 75 1,055

Other property, plant and equipment 1,270 – 10 – 138 – 90 1,308


Investment property 11 – 4 – – – 7


Goodwill (2) 2,793 35 2 – – 2,830


Investments in associates 138 9 – – – 20 127

Non-current operating financial assets 404 – 1 – 276 – 679

Unlisted participating interests 79 – 10 – 1 – 70

Receivables relating to participating interests 58 – 2 – 3 – 59

Loans 71 2 – 27 – 100

Other non-current financial assets 22 – 2 – 5 – 25

Total other financial assets 230 – 12 – 36 – 254

Total cost or valuation 24,550 79 2 1,397 – 208 25,820

B) Accumulated depreciation and impairment


Land 55 – 1 – 11 – 65

Buildings 158 1 – 18 – 10 167

Technical installations, equipment and tooling 590 22 – 120 – 63 669

Other property, plant and equipment 845 7 – 122 – 77 897


Investment property – – – – – –



Investments in associates – – – – – –

Non-current operating financial assets – – – – – –

Unlisted participating interests 23 – 4 – 1 – 1 19

Receivables relating to participating interests 5 – 2 – – – 3

Loans – – – – – –

Other non-current financial assets 1 – – – – 1

Total other financial assets 29 – 6 – 1 – 1 23

Total accumulated depreciation and impairment 6,753 32 – 792 – 156 7,421

CARRYING AMOUNT (A-B) 17,797 47 2 605 – 52 18,399

(1) The impact of restating finance leases in accordance with IAS 17 is summarised in the table below:

Increase Decrease

Cost or valuation 70 – 68

Accumulated depreciation

and impairment 67 – 55

Carrying amount 3 – 13

(2) No impairment loss was recognised in 2009.

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8 INTANGIBLE ASSETS ARISING FROM CONCESSIONSThe main concessions are the motorway network operated by APRR for €12,019 million, the motorway being built by A’liénor for €1,045 million, and the Millau Viaduct for €384 million.

APRR operates the motorway networks under two service conces-sion arrangements that expire in 2032.

Five-year contract-based plans define the investment programmes associated with these service concession agreements as well as the method for adjusting tolls during the period covered by the plans.

The A’liénor motorway is a 150-kilometre concession granted for 60 years, for which the tariffs are set by the public authorities.

The service concession arrangement for the Millau Viaduct expires in 2079. The contract sets the tariffs charged to users of the viaduct and the conditions under which these tariffs are revised each year.

The Group assumed that nil growth would be recorded by cash generating unit groups other than concessions. For concessions, the growth rate varies over the term of the concession according to various parameters that are consistent with each of the underlying service concession agreements.

Impairment tests performed on the goodwill did not indicate the need to recognise any impairment losses.

Reasonable changes to assumptions used for impairment tests performed in respect of each group of cash generating units do not necessitate the recognition of goodwill impairment losses.

Sensitivity analyses have been performed at the level of the opera-ting segments by modifying assumptions regarding the discount rates and cash flows.

If discount rates are increased and/or cash flows are decreased, the breakeven points, i.e. the levels at which the carrying value of the operating segment would exceed its value in use, would be as indi-cated in the table below:

Operating segment Breakeven Breakeven point level point reduction of discount rate in cash flows

Construction N/A(1) N/A(1)

Public Works 10.6% – 40%

Energy 9.4% – 30%

Metal 9.4% – 20%

(1) Capital employed by this activity is negative (resources exceed working capital).

9 GOODWILLGoodwill is allocated to the cash generating unit (CGU) groups defined by the Group based on the operating divisions, as shown below.

December 31, Acquisitions Disposals December 31,

2009 2010

Construction 422 7 – 429

Public Works 241 9 – 250

Energy 507* 1 – 508

Metal 92* 3 – 95

Concessions and Utilities Management 1568 – – 1,568

TOTAL 2,830 20 – 2,850

* After reclassifying €52 million from the Energy division to the Metal division to reflect the sale of the industrial services business by Forclum to Eiffel

Business combinations during the year ended

The Group has pressed on with its development in Germany, acqui-ring a company specialised in road works that has been attached to the Public Works division.

It also acquired a company that is a leader in glass structural facades and has been attached to the Metal division.

No equity instruments were issued in connection with the acquisi-tions completed in 2010.

As indicated in Note 2.11, goodwill is tested for impairment at least annually and whenever there is any indication of impairment in value.

In the prevailing environment, with continuing uncertainties about the economy emerging from the recent crisis on the one hand and strong competitive pressures on the other, discount rates and cash flows were estimated conservatively.

The main parameters used in the model are summarised in the table below:

CGU groups at the level Discount rate*of the operating segments 2010 2009

Construction 7.1% 7.2%

Public Works 6.6% 6.8%

Energy 6.6% 6.8%

Metal 7.3% 7.5%

Concessions and Utilities Management 5.6% 5.8%

* After-tax discount rate as explained in Note 2.11.


10 INVESTMENTS IN ASSOCIATESInvestments in associates correspond to the Group’s shareholdings in Adelac, Norscut, Société Marseillaise du Tunnel Prado Carénage (SMTPC), Société Prado Sud, TP Ferro and various other companies, involved mainly in the production of building materials or in property development.

Key financial data concerning significant investments in associates is summarised below:

2010 Adelac Espace Est Jourdan Norscut SMTPC Société TP Ferro Unibridge Midi Granulats Brussels Prado-Sud * Hôtel**

At 100%

Revenue

from continuing operations 27.6 – – 8.4 90.6 34.7 – – 2.2

Operating profit

on ordinary activities 7.9 – 1.3 – – 0.2 49.0 16.8 – – 0.1

Operating profit 7.0 – 1.3 – – 0.2 49.0 16.8 – – 0.1

Profit for the period – 19.1 11.2 – – 0.7 4.4 9.3 – – –

Equity at 31 December 2010 56.8 21.2 48.5 3.3 2.1 65.7 9.0 36.8 9.1

Property, plant and equipment 12.6 – 33.8 23.5 – 4.5 – 3.1 –

Intangible assets arising

from concessions 788.8 – – – 500.9 105.2 39.1 696.6 –

Other intangible assets – – 2.0 0.1 – 0.3 – 0.2 7.9

Working capital requirements 57.1 – 17.0 – 20.9 – 0.1 1.8 – 5.6 33.4 – 1.1

Net financial position – 720.3 0.4 – 0.7 – 512.3 – 42.8 – 39.4 – 445.0 0.1

Book value of shares

in the company financial statements 62.1 3.7 24.3 8.0 13.0 16.2 6.7 25.7 4.4

Percentage owned 24.5% 40.0% 50.0% 100.0% 36.0% 32.9% 41.5% 50.0% 49.0%

Group’s share of the profit – 9.5 5.2 – – 0.7 1.6 3.2 – – –

Group’s share of the equity

(including profit) 13.9 8.5 24.3 3.3 0.7 21.6 3.7 18.4 4.4

Investment at market value – – – – – 47.7 – – –

* Company acquired at the end of December 2010, which is why no operating data is reported above.

** This company’s management has been entrusted by the Group to a third party under a management agreement.

2009 Adelac Espace Jourdan Norscut SMTPC Société TP Ferro Unibridge Midi Brussels Prado-Sud Hôtel*

At 100%

Revenue from continuing operations 25.6 1.5 7.8 111.5 33.9 – – 6.0

Operating profit on ordinary activities 7.7 – – 0.2 43.9 18.2 – 1.5 –

Operating profit 7.5 – – 0.2 43.9 18.1 – 1.5 –

Profit for the period – 18.3 0.5 – 0.7 – 2.5 10.3 – – 0.4 –

Equity at 31 December 2009 85.9 14.5 4.1 – 3.5 46.4 26.1 39.7 9.0

Property, plant and equipment 14.1 – 24.5 – 4.3 – – –

Intangible assets arising

from concessions 798.8 – – 823.2 96.2 26.6 634.3 –

Other intangible assets – – 0.2 16.1 0.4 – – 9.0

Working capital requirements 42.2 – 4.8 20.9 20.2 1.7 1.2 53.7 0.2

Net financial position – 693.6 1.8 0.3 – 822.7 – 51.7 0.7 – 372.5 0.3

Book value of shares

in the company financial statements 62.1 5.5 8.0 13.0 16.2 6.7 25.7 4.4

Percentage owned 20.7% 40.0% 100.0% 36.0% 32.9% 41.5% 50.0% 49.0%

Group’s share of the profit – 9.2 0.2 – 0.8 – 0.9 3.1 – – 0.2 –

Group’s share of the equity

(including profit) 17.8 3.3 4.1 – 1.3 21.3 6.9 19.9 4.4

Investment at market value – – – – 53.5 – – –

*This company’s management has been entrusted by the Group to a third party under a management agreement.

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Changes are analysed in the table below:

At 1 January 2009 138

2009 loss – 4

Dividends distributed – 9

Capital increase 12

Change in fair value of financial instruments – 7

Other – 3

At 31 December 2009 127

2010 profit 4

Dividends distributed – 7

Capital reduction – 2

Change in fair value of financial instruments – 9

Other* 24

AT 31 DECEMBER 2010 137

* Mainly the share of the equity of Est Granulats, acquired at the end of 2010.

11 INVENTORIES

2010 2009Raw materials and other supplies 145 135

Property inventories and work in progress 312 279

TOTAL 457 414

12 TRADE AND OTHER RECEIVABLES

2010 2009 Gross Provisions Net Net

Construction 1,335 34 1,301 1,038

Public Works 1,034 35 999 1,126

Energy 1,140 35 1,105 1,123

Metal 287 5 282 215

Concessions and Utilities Management 112 3 109 95

Other 2 – 2 1

TOTAL 3,910 112 3,798 3,598

13 AGEING OF PAST DUES

2010 2009Due for less than 3 months 506 546

Due for between 3 and 6 months 92 89

Due for more than 6 months 212 172

TOTAL DUE 810 807

The amounts due reported above relate to a very large number of customers on which the credit risk is extremely diluted. Amounts due for more than three months represent 8% of trade receivables.


14 ADDITIONAL INFORMATION ON CONSTRUCTION CONTRACTS

2010 2009Revenue recognised during the period 9,793 9,499

For contracts in progress at the balance sheet date:

• Contract costs incurred plus recognised profits less recognised losses to date 10,426 9,198

• Advances received from contract customers 522 393

• Amounts retained by contract customers 17 27

• Amounts due from contract customers 1,102 976

• Amounts due to contract customers 652 709

15 OTHER ASSETS

2010 2009Payments on account 16 29

French State 444 469

Current accounts with joint ventures and non-consolidated companies 468 484

Miscellaneous debtors 110 124

Prepayments 98 99

TOTAL 1,136 1,205

16 INCOME TAX

Taxes reported in the income statement and in the statement of comprehensive income comprise both current and deferred taxes.

16.1. SUMMARY OF CURRENT AND DEFERRED TAX ASSETS AND LIABILITIES

2010 2009Current taxes

Reported as assets 6 20

Reported as liabilities 82 73

Net liability 76 53

Deferred taxes

Reported as assets 683 560

Reported as liabilities 1,620 1,678

Net liability 937 1,118

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16.2. ANALYSIS OF DEFERRED TAX ASSETS AND LIABILITIES

2010 2009Assets resulting from

Retirement indemnities 64 61

Timing differences 228 227

Valuation differences – –

Tax losses 424 348

Financial instruments at fair value 158 106

Other 1 1

Deferred tax assets and liabilities netted off within same tax entities – 192 – 183

Deferred tax assets 683 560

Liabilities arising from:

Timing differences 294 298

Valuation differences 1,510 1,557

Fair value of financial assets – –

Fair value of financial instruments 8 6

Finance leases – –

Deferred tax assets and liabilities netted off within same tax entities – 192 – 183

Deferred tax liabilities 1,620 1,678

16.3. INCOME TAX EXPENSE

2010 2009Current tax – 323 – 289

Deferred tax 140 144

TOTAL – 183 – 145

16.4. DEFERRED TAX RELATING TO ITEMS RECOGNISED DIRECTLY TO EQUITY

2010 2009Assets 46 29

Liabilities 5 5

16.5. RECONCILIATION OF THEORETICAL TAX CHARGE TO EFFECTIVE TAX CHARGE

2010 2009Net profit for the year 326 269

Income tax expense 183 145

Share of profit (loss) of associates – 4 4

Profit before tax 505 418

Tax rate applicable to the Parent (domestic income tax rate) 34.43% 34.43%

Tax on the profit before tax as determined above 174 144

Permanent differences 6 – 5

Effect of different tax rates applicable to subsidiaries operating in other jurisdictions 3 6

Income taxed at lower rates – –

Changes in deferred tax arising from changes in the Group’s tax situation – –

Income tax expense as reported 183 145


16.6. UNRECOGNISED TAX LOSSES

No deferred tax asset was recognised in respect of the following tax losses because of uncertainties that relief would be obtained:

2010 2009Unrecognised tax losses 60 42

17 CASH AND CASH EQUIVALENTSCash and cash equivalents comprise:

2010 2009Assets

Marketable securities* 358 596

Cash at bank and in hand* 516 455

874 1,051

Less deposits in connection with securitisation programmes – 9 – 9

A 865 1,042

Liabilities

Bank overdrafts B 133 74

CASH AND CASH EQUIVALENTS AT 31 DECEMBER (SEE CASH FLOW STATEMENT) A - B 732 968

* Investment in money market UCITS (exclusively very short-dated money market instruments) and sight bank certificates of deposit.

18 WORKING CAPITAL REQUIREMENTS

Movements

31 December 31 December Relating Due to Changes in 2010 2009 to ordinary fixed asset consolidation activities suppliers scope and other

Inventories 457 414 34 – 9

Trade and other receivables 3,798 3,598 187 – 13

Other assets 1,136 1,205 – 177 – 108

Sub-total – Operating assets 5,391 5,217 44 – 130

Trade and other payables 2,676 2,763 – 123 41 – 5

Other liabilities 3,222 3,022 69 – 131

Sub-total – Operating liabilities 5,898 5,785 – 54 41 126

WORKING CAPITAL REQUIREMENTS 507 568 – 98 41 – 4

Working capital relating to ordinary activities comprises current assets and liabilities linked to the normal operating cycle other than current tax assets and liabilities and other current assets and liabilities of a financial nature.

Items of working capital comprise mainly amounts receivable or payable within one year.

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19 FINANCIAL ASSETS AND FINANCIAL LIABILITIES

AT 31 DECEMBER 2010

Financial assets

Accounting category* Method for determining fair value

Carrying Financial Financial Loans Hedging Fair Quoted Model Model value assets assets at and financial value prices using using available fair value receivables instru- on active observable non- for sale through ments market market observable P&L data data

Non-current operating

financial assets 1,028 – – 1,028 – 1,028 X

Other non-current

financial assets 230 129 – 96 5 230 X

Trade and other receivables 3,798 – – 3,798 – 3,798 X

Current operating

financial assets 6 – – 6 – 6 X

Other current operating

receivables 594 – – 594 – 594 X

Cash and cash equivalents 874 – 874 – – 874 X X

TOTAL 6,530 129 874 5,522 5 6,530

* There was no reclassification between financial asset categories in 2010. Note that there are no assets falling to be accounted for as held to maturity.

Financial liabilities

Accounting category Method for determining fair value

Carrying Liabilities Financial Hedging Fair Quoted Model Model value at liabilities financial value prices using using amortised at fair value instru- on active observable non- cost through ments market market observable P&L data data

Loans and other debts 14,840 (1) 14,302 – 538 (2) 15,181 X

Trade payables 2,676 2,676 – – 2,676 X

Other operating debts 1,305 1,305 – – 1,305 X

TOTAL 18,821 18,283 – 538 19,162

(1) Of which €11,685 million representing 100% of the debt of the fully consolidated Financière Eiffarie group (see Note 5.1).

(2) No ineffectiveness was observed in respect of hedging instruments.


AT 31 DECEMBER 2009

Financial assets

Accounting category* Method for determining fair value

Carrying Financial Financial Loans Hedging Fair Quoted Model Model value assets assets at and financial value prices using using available fair value receivables instru- on active observable non- for sale through ments market market observable P&L data data

Non-current operating

financial assets 679 – – 679 – 679 X

Other non-current financial assets 231 124 – 100 7 231 X

Trade and other receivables 3,598 – – 3,598 – 3,598 X

Current operating financial assets 5 – – 5 – 5 X

Other current operating receivables 637 – – 637 – 637 X

Cash and cash equivalents 1,051 – 1,051 – – 1,051 X X

TOTAL 6,201 124 1,051 5,019 7 6,201

* There was no reclassification between financial asset categories in 2009. Note that there are no assets falling to be accounted for as held to maturity.

Financial liabilities

Accounting category Method for determining fair value

Carrying Liabilities Financial Hedging Fair Quoted Model Model value at liabilities financial value prices using using amortised at fair value instru- on active observable non- cost through ments market market observable P&L data data

Loans and other debts 13,545 (1) 13,157 – 388 (2) 14,026 X

Trade payables 2,763 2,763 – – 2,763 X

Other operating debts 1,672 1,672 – – 1,672 X

TOTAL 17,980 17,592 – 388 18,461

(1) Of which €11,362 million representing 100% of the debt of the fully consolidated Financière Eiffarie group.

(2) No ineffectiveness was observed in respect of hedging instruments.

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The capital and interest flows presented above concern the debt such as reported in the balance sheet at 31 December 2010. The amounts as analysed above do not take into account any early loan repayments or loans likely to be entered into in the future.

Interest payments included cash flows in respect of derivative ins-truments, both assets and liabilities, which have not been restated at their present value. These instruments consist in interest rate swaps.

Interest payments on variable rate loans are based on interest rates in force as at 31 December 2010. For loans bearing fixed interest on a nominal value indexed to inflation, the assumption was that infla-tion would be 2.25% per annum in the future.

Payments in respect of accrued interest due on current loans and other financial liabilities are included in the interest payments des-cribed above.

At 31 December 2010, the Eiffarie/APRR group, the VP1 group (hol-ding company controlling Compagnie Eiffage du Viaduc de Millau), A’Liénor and certain public private partnerships carried debt amounting to €13,178 million, without recourse against Eiffage.

This long-term debt carries mainly fixed rates or rates indexed to inflation. In the case of Compagnie Eiffage du Viaduc de Millau, this debt is repayable out to 2051.

For APRR, it is planned to obtain refinancing as and when needed from various sources, including bond issuance, bank loans and by drawing down against the existing credit line. In 2010, APRR arranged for the issue of €200 million of bonds maturing in January 2015 as part of its Euro Medium Term Note (EMTN) programme put into place in 2007 amounting to €6,000 million (supplementing pre-vious issues amounting to €700 million). No new bank financing was arranged in 2010, however. As regards APRR’s seven-year revolving credit totalling €1,800 million put into place in 2006, the amount drawn down against this facility increased by €40 million, from €800 million at 31 December 2009 to €840 million at 31 December 2010.

20 ANALYSIS OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES BY REMAINING MATURITYNet debts analysed by remaining maturity (capital and interest).

AT 31 DECEMBER 2010

Carrying Capital Under 1 to 2 2 to 3 3 to 4 4 to 5 Over value and 1 year years years years years 5 years interest

Financial assets:

cash and cash equivalents

Marketable securities 358

Cash at bank and in hand 516

Sub-total – Financial assets (I) 874

Financial liabilities:

current and non-current

Non-current bank loans

and bonds and equivalent 12,962 12,817 656 5,025 1,151 1,419 4,566

Derivative instruments 539

Non-current loans 13,501 12,817 656 5,025 1,151 1,419 4,566

Portion of non-current loans

maturing in less than one year 1,019 970 970

Current loans

and other financial liabilities 320 142 142

Interest in respect of financial liabilities 5,668 555 524 546 461 424 3,158

Sub-total – Financial liabilities (II) 14,840 19,597 1,667 1,180 5,571 1,612 1,843 7,724

NET DEBT (I – II) – 13,966

Trade payables 2,676 2,676 2,676 – – – – –


AT 31 DECEMBER 2009

Carrying Capital Under 1 to 2 2 to 3 3 to 4 4 to 5 Over value and 1 year years years years years 5 years interest

Financial assets:

cash and cash equivalents

Marketable securities 596

Cash at bank and in hand 455

Sub-total – Financial assets (I) 1,051

Financial liabilities:

current and non-current

Non-current bank loans

and bonds and equivalent 12,299 12,131 604 623 4,965 1,159 4,780

Derivative instruments 388

Non-current loans 12,687 12,131 604 623 4,965 1,159 4,780

Portion of non-current loans

maturing in less than one year 595 541 541

Current loans

and other financial liabilities 263 99 99

Interest in respect

of non-current financial liabilities 5,473 536 527 498 445 493 2,974

Sub-total – Financial liabilities (II) 13,545 18,244 1,176 1,131 1,121 5,410 1,652 7,754

NET DEBT (I – II) – 12,494

Trade payables 2,763 2,763 2,763 – – – – –

21 ANALYSIS OF FINANCIAL LIABILITIES BY NATURE

AT 31 DECEMBER 2010

Characteristics Currency Fixed Variable Fixed rate Adjustable Total rate rate on indexed rate nominal

Non-current loans

Bank loans Euro 9,885 1,820 1,358 13,063

Czech koruna 8 8

Interest rate swaps Euro 538 538

Finance leases Euro 189 189

Czech koruna 1 1

Other loans Euro 678 678

Sundry Euro 43 43

10,656 2,506 1,358 – 14,520

Current loans and other financial liabilities

Bank overdrafts Euro 130 130

Moroccan dirham 2 2

Czech koruna 1 1

Accrued interest Euro 178 178

Employee profit sharing Euro 1 1

Sundry Euro 8 8

186 133 – 1 320

TOTAL FINANCIAL LIABILITIES (1) 10,842 2,639 1,358 1 14,840 (1)

(1) The fair value of financial liabilities amounted to €15,181 million at 31 December 2010.

A one percentage point change in interest rates, applied to the balances at 31 December 2010 net of derivatives and taking into account the terms of the financing agreements,

would increase net finance costs by €24 million before taking tax into account.

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Under the Senior Debt Agreement signed by Eiffarie for the acquisi-tion of the APRR group, the company has undertaken to comply with a certain number of financial ratios at the level of the consolidated Eiffarie group, defined contractually as follows:

■ Debt coverage ratio (terms that correspond to specific contractual definitions) equal to or less than 9.39 at 31 December 2010;

■ Debt service ratio (terms that correspond to specific contractual definitions) equal to or more than 1.10 over the term of the loan.

These ratios came to 7.85 and 1.98 respectively on 31 December 2010.

Non-compliance with either of these two ratios would be treated as an event of default and trigger the early repayment of all of Eiffarie’s debt.

In addition, Eiffarie (with regard to the lenders party to the above debt agreement) and APRR (with regard to the Caisse Nationale des Autoroutes, the European Investment Bank and lending banks) have undertaken to comply with the following two ratios at the level of the APRR group:■ Net debt/EBITDA of less than 7;■ EBITDA/net finance cost of more than 2.2.

These two ratios came to 5 and 4.5 respectively on 31 December 2010.

Non-compliance with either of these two ratios would be treated as an event of default and trigger the early repayment of all of the Eif-farie group’s debt.

VP2, the parent company of Compagnie Eiffage du Viaduc de Millau, has undertaken with regard to the lenders for the financing totalling €573 million arranged in July 2007 to comply with a number of ratios calculated on 25 May and 25 November of each year by refe-rence to a financial model and applying definitions specific to the financing agreement:■ Annual debt service ratio calculated for the year preceding the date of calculation and for each of the next five years, equal to or more than 1.05;■ Debt coverage ratio calculated over the terms of the loans, equal to or more than 1.15;■ Debt coverage ratio calculated over the term of the concession, equal to or more than 1.25.

VP2 complied with all of these ratios when they were last calculated for the second half of 2010, with values of between 1.40 and 1.92 for the first ratio and of 1.45 and 1.76 for the second and third ratios.

Non-compliance with any one of these three ratios would be treated as an event of default and trigger the early repayment of all of VP2’s debt.

Optimep 4, which is party to public private partnership agreements for four prisons, has undertaken with regard to the lenders in the project-specific financing agreements arranged for a total of €257 million in February 2006, to comply with a number of ratios calcu-lated on 21 May and 21 November of each year by reference to a financial model and applying definitions specific to each financing agreement:

■ Debt service ratio (terms that correspond to specific contractual definitions) equal to or less than 1.05;

■ Actual annual debt service ratio and forecast annual debt service

ratio (terms that correspond to specific contractual definitions) equal to or more than 1.05 in both cases;

■ Debt coverage ratio, corresponding to the present value of future debt servicing over the outstanding debt at the date of calculation, equal to or more than 1.10.

Optimep 4 complied with all of these ratios when they were last cal-culated in November 2010. The first ratio came to 1.05 and the other three to 1.54, 1.50 and 1.24, respectively.

Non-compliance with any one of these ratios would be treated as an event of default and trigger the early repayment of all of the debt for the project concerned.

H’ennez is a company specifically incorporated to design, build, operate and maintain a hospital building. In connection with a credit agreement dated 11 July 2007, H’ennez has undertaken with regard to the lenders to comply with the ratios indicated below, as from 28 February 2010, when the building was delivered, and subsequently on 30 June and 31 December:

■ Actual annual debt service ratio equal to or more than 1.05;

■ Forecast annual debt service ratio equal to or more than 1.05;

■ Debt coverage ratio, corresponding to the present value of future debt servicing over the outstanding debt at the date of calculation, equal to or more than 1.10.

When these ratios were last calculated on 31 December 2010, they came to 1.90, 1.92 and 1.96, respectively.

Non-compliance with any one of these ratios would be treated as an event of default and trigger the early repayment of all of the debt of H’ennez.


22 SHARE CAPITALAn active policy is pursued to promote employee share ownership that is intended to encourage the entire personnel to contribute towards the dynamic management of the Group, thereby serving the interests of all the shareholders.

The capital does not include any hybrid instruments, all instruments making up the capital being equity instruments conferring entitlement to dividends.

Apart from the shares held in treasury, there are no potentially dilutive securities in issue.

Out of the profit for the year ended 31 December 2009 attributable to the equity holders of the parent, which amounted to €190 million, divi-dends amounting to €104 million were distributed, the balance being transferred to consolidated reserves.

22.1. COMPOSITION OF AND CHANGES IN SHARE CAPITAL

The capital is composed of 90,000,000 fully paid-up shares of €4 each, all ranking pari passu. Changes in the number of shares in issue are analysed in the table below:

Total number Treasury Number of shares of shares shares in circulation

At 1 January 2009 91,583,342 – 2,544,473 89,038,869

Purchases, sales, allotments and cancellations of treasury shares – 1,583,342 – 872,784 – 2,456,126

At 31 December 2009 90,000,000 – 3,417,257 86,582,743

In 2009, in connection with plans for the allocation of options and bonus shares, the Group purchased 1,740,662 Eiffage shares and proceeded to allot 163,780 of these shares.

Further to the authorisation given to the Board of Directors to cancel shares held in treasury, the Group purchased 799,244 Eiffage shares in 2009. When it met on 26 February

2009, the Board of Directors decided to cancel 1,583,342 of these shares.

In December 2009, Eiffage entered into a liquidity agreement with an investment services provider. Under this agreement it purchased 117,485 of its own shares and sold 37,485.

At 1 January 2010 90,000,000 – 3,417,257 86,582,743

Capital increase reserved for employees 186,458 186,458

Purchases, sales, allotments and cancellations of treasury shares – 186,458 324,425 137,967

At 31 December 2010 90,000,000 – 3,092,832 86,907,168

In 2010, in connection with plans for the allocation of options and bonus shares, the Group allotted 165,850 Eiffage shares.

When it met on 21 April 2010, the Board of Directors decided to cancel 186,458 shares.

As part of the liquidity agreement entered into in December 2009, Eiffage purchased 777,550 of its own shares and sold 749,677.

22.2. CHANGES IN THE CARRYING VALUE OF TREASURY SHARES

2010 2009At 1 January 181 158

Purchases 29 101

Sales – 50 – 25

Cancellations – 7 – 53

AT 31 DECEMBER 153 181

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23 PROVISIONS

2010

At 1 Changes in Additional Utilisation Reversal Other At 31 January consolidation provisions of of december scope and in the year provisions provisions translation differences

Provisions for maintaining in condition

infrastructures held under concessions* 262 – 39 – 44 – – 3 254

Provisions for retirement indemnities 183 1 19 – 15 – – 1 187

Provisions for long-service medals 25 – 4 – 1 – – 28

Other non-current provisions – – – – – – –

Non-current provisions 470 1 62 – 60 – – 4 469


infrastructures held under concessions 48 – – – – 3 51

Provisions for losses at completion 48 2 45 – 40 – 1 – 54

Provisions for restructuring 19 – 10 – 11 – 2 – 16

Provisions for property risks 17 – 5 – 9 – – 13

Provisions for guarantees given 98 2 34 – 18 – 17 – 2 97

Provisions for disputes and penalties 86 3 44 – 15 – 19 1 100

Provisions for retirement indemnities 10 – – – – 1 11

Provisions for long-service medals 3 – – – – – 3

Provisions for other liabilities 229 1 39 – 39 – 24 – 206

Current provisions 558 8 177 – 132 – 63 3 551

* Additional provisions include a discounting effect for €11 million.

Each of the current provisions above represents the aggregate of various disputes linked mainly to construction contracts that, taken indivi-dually, are not material. The maturity of these provisions, linked to the operating cycle, is less than one year as a rule. No reimbursements are expected.


2009

At 1 Changes in Additional Utilisation Reversal Other At 31 January consolidation provisions of of december scope and in the year provisions provisions translation differences


infrastructures held under concessions* 259 – 17 – 1 – – 13 262

Provisions for retirement indemnities 187 – 1 11 – 13 – – 1 183

Provisions for long-service medals 23 – 4 – 2 – – 25

Other non-current provisions 1 – – – 1 – – –

Non-current provisions 470 – 1 32 – 17 – – 14 470


infrastructures held under concessions 29 3 – – – 16 48

Provisions for losses at completion 33 – 40 – 25 – – 48

Provisions for restructuring 19 – 16 – 16 – – 19

Provisions for property risks 15 – 3 – 1 – – 17

Provisions for guarantees given 89 – 37 – 24 – 4 – 98

Provisions for disputes and penalties 83 2 31 – 26 – 4 – 86

Provisions for retirement indemnities 9 – 1 – – – 10

Provisions for long-service medals 3 – – – – – 3

Provisions for other liabilities 255 – 5 70 – 59 – 10 – 22 229

Current provisions 535 – 198 – 151 – 18 – 6 558

* Additional provisions include a discounting effect for €10 million.

Each of the current provisions above represents the aggregate of various disputes linked mainly to construction contracts that, taken indivi-dually, are not material. The maturity of these provisions, linked to the operating cycle, is less than one year as a rule. No reimbursements are expected.

24 RETIREMENT INDEMNITIESThe early application of the December 2004 amendment to IAS 19 would have resulted in the Group recognising directly as a reduction in equity the after-tax actuarial difference at 31 December 2010, i.e. €17.2 million net of deferred tax of €9 million.

A) ASSUMPTIONS USED

Employees of the Group in France are paid indemnities as a lump sum when they leave on retirement.

2010 2009Key assumptions used:

Discount rate 4.50% 5.00%

Rate of inflation 2.00% 2.00%

Expected return on plan assets 4.50% 5.00%

Rate of wage and salary increases 3.00% 3.00%

Social security charges 45.00% 45.00%

Assumptions regarding staff turnover are determined by sector of activity and by age band.

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B) CHANGE DURING THE YEAR

2010 2009Actuarial obligation at 1 January 177.1 156.8

Change in consolidation scope 1.0 – 1.1

Cost of past services (Staff benefits expense) 10.1 8.5

Interest on actuarial obligation (Other financial income and charges) 8.9 9.6

Benefits paid – 16.3 – 20.1

Plan modifications 5.8 –

Actuarial losses (gains) generated 18.7 23.4

ACTUARIAL OBLIGATION AT 31 DECEMBER 205.3 177.1

C) PLAN ASSETS

2010 2009Plan assets at 1 January 6.9 5.7

Change in consolidation scope – 1.9

Plan contributions 0.3 0.3

Expected return on plan assets 0.3 0.5

Actuarial losses (gains) 0.1 – 0.7

Benefits paid – 0.8 – 0.8

PLAN ASSETS AT 31 DECEMBER 6.8 6.9

D) CHANGE IN ACTUARIAL OBLIGATION AND PLAN ASSETS

2010 2009 2008 2007 2006

Actuarial obligation 205.3 177.1 156.8 140.2 191.0

Plan assets 6.8 6.9 5.7 7.1 7.8

DIFFERENCE 198.5 170.2 151.1 133.1 183.2

E) DEFERRED ITEMS

Actuarial liability

2010 2009At 1 January 8.0 – 16.5

Change in consolidation scope – 0.2 –

Losses (gains) on actuarial liability 18.4 24.5

AT 31 DECEMBER 26.2 8.0

Cost of past services

2010 2009At 1 January – 15.7 – 15.6

Increase 5.7 –

Amortised during the year (Staff benefits expense) – 0.3 – 0.1

AT 31 DECEMBER – 10.3 – 15.7


F) RECONCILIATION OF PROVISION RECOGNISED IN THE BALANCE SHEET TO THE ACTUARIAL LIABILITY

2010 2009Provision recognised in the balance sheet 182.6 177.9

Actuarial differences 26.2 8.0

Cost of past services – 10.3 – 15.7

Plan assets 6.8 6.9

ACTUARIAL LIABILITY 205.3 177.1

G) SENSITIVITY ANALYSIS

A 0.5 percentage point change in the discount rate has a 5% impact on the actuarial liability in respect of retirement indemnities.

25 TRADE AND OTHER PAYABLES

2010 2009Trade payables 2,498 2,631

Due to fixed asset suppliers 178 132

TOTAL 2,676 2,763

26 OTHER LIABILITIES

2010 2009Payments on account 165 192

Taxes due to the French state 767 765

Current accounts with joint ventures and non-consolidated companies 174 152

Miscellaneous creditors 966 1,328

Deferred income 1,150 585

TOTAL 3,222 3,022

27 AVERAGE HEADCOUNTThe table below indicates the average number of employees at consolidated subsidiaries:

2010 2009Managers 10,906 9,353

Technical and supervisory staff 20,286 21,157

Workers 39,777 40,448

TOTAL 70,969 70,958

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28 RELATED PARTY TRANSACTIONSTransactions with associates mentioned in Note 10 were carried out on an arm’s length basis.

REMUNERATION OF MANAGEMENT BODIES

The remuneration of management bodies (i.e. the Chairman and Managing Director and the members of the Board of Directors) is decided by the Board of Directors based on the proposals made by the Appointments and Compensation Committee.

Remuneration and other benefits granted to members of management bodies in respect of 2010 are summarised in the table below:

In thousands of euros

Remuneration* 1,455

Employer’s social security contributions 383

Board fees 464

TOTAL 2,302

* including benefits in kind for €5,000

No post-employment benefits or termination benefits are payable to any directors or corporate officers.

29 DIVIDENDThe General Meeting will be invited to approve the distribution of a dividend of €108 million, corresponding to €1.20 per share. If this is approved by the General Meeting, the dividend will be paid in respect of all shares in issue immediately before the General Meeting apart from the shares held in treasury.

30 RESERVES DISTRIBUTABLE BY EIFFAGE SA

2010 2009Share premium account 236 236

Other reserves – 1

Retained earnings 2,785 2,648


Minimum transfer to the legal reserve – –

TOTAL 3,231 3,125


31 FINANCE LEASESFinance lease agreements are restated in accordance with the requirements of IAS 17. The property and equipment concerned are reported as non-current assets at their net book value with the related period-end obligations under finance leases recorded under borrowings.

The amounts concerned are detailed below:

2010 2009Net book value

Land 6.4 6.4

Buildings 18.7 20.4

Technical installations 134.3 110.2

Other items of property, plant and equipment 64.4 74.6

Other non-current intangible assets 0.3 0.5

TOTAL 224.1 212.1

Obligations under finance leases:

Up to 1 year 66.5 Up to 1 year 73.1

1 to 2 years 44.1 1 to 5 years 98.9

2 to 3 years 33.7

3 to 4 years 13.1

4 to 5 years 6.6

Over 5 years 25.7 Over 5 years 11.9

TOTAL 189.7 183.9

Minimum remaining lease payments:

Up to 1 year 75.1 Up to 1 year 74.6

1 to 2 years 49.1 1 to 5 years 105.5

2 to 3 years 37.0

3 to 4 years 15.3

4 to 5 years 8.6

Over 5 years 27.4 Over 5 years 12.8

TOTAL 212.5 192.9

32 OTHER OPERATING INCOME (EXPENSES) FROM ORDINARY ACTIVITIES

2010 2009Share of profits of joint ventures 36 30

Other income from property transactions 5 4

Provisions on current assets 10 – 19

Profit on sale of equipment 16 7

Translation differences – 1 1

Miscellaneous 12 5

TOTAL 78 28

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33 OTHER INCOME (EXPENSES) FROM OPERATIONS

2010 2009Risks of penalties and other risks – 2 – 25

Restructuring – 28 – 26

Profit on sale of land and buildings 1 4

Miscellaneous* – 5 – 63*

TOTAL – 34 – 110

* In 2009, this includes an exceptional distribution under discretionary employee profit sharing plans amounting to €52.5 million.

34 LOCAL BUSINESS TAX - TERRITORIAL ECONOMIC CONTRIBUTIONThe Finance Act for 2010 repeals as from 1 January 2010 the local business tax (Taxe Professionnelle - TP) and replaces it with the Territorial Economic Contribution (Contribution Economique Territoriale – CET).

The Territorial Economic Contribution is composed of two different taxes: the Real Property Contribution (Cotisation Foncière des Entreprises – CFE), which is assessed only on the rental value of real estate assets, and the Contribution on Added Value (Cotisation sur la Valeur Ajoutée des Entreprises – CVAE).

The Group considers that, by nature, these two taxes are related to its activities and to the operations carried on by Group entities, and accor-dingly they are reported in the income statement from 2010 under taxes other than income tax.

35 OTHER FINANCIAL INCOME AND EXPENSES

2010 2009Profit (loss) on the disposal of participating interests – 2 4

Effect of discounting – 19 – 19

Change in provisions and value of receivables – 5 – 6

Other income of building material companies 4 4

TOTAL – 22 – 17

36 CHARGES RELATING TO SHARE-BASED PAYMENTS

36.1. BONUS SHARE ISSUES

There was no bonus share issue in 2010.

Details of the various bonus share plans are summarised below:

Plan 15 May 2008 16 April 2008 18 April 2007

Number of shares allotted 12,700 113,590 108,100

Spot price of shares on allocation date €58.20 €58.95 €108.04

Interest rate used for loan of Eiffage shares 2.40% 1.75% 4.50%

Risk-free rate on the allocation date 5.11% 4.51% 4.30%

Interest rate used for cost of carry 7.50% 7.50% 7.45%

The valuation of the advantage granted to the beneficiaries makes allowance for the dividends that will not be earned by the beneficiaries as well as the cost representing the period during which the shares will be unavailable. The corresponding charge is weighted to factor in the probability of the beneficiaries’ continuing employment when the vesting period ends.

At the end of the two-year vesting period ownership of the shares is transferred definitively to the beneficiaries subject to certain requirements as regards employment and, in certain cases, performance.


36.2. SHARE PURCHASE OPTIONS

No share purchase options were granted in 2010.

Details of ongoing option plans are summarised below:

Plan 9 December 26 February 10 December 13 June 14 December 10 December 21 April 2009 2009 2008 2007 2005 2004 2004

Number of options granted 1,000,000 4,900 993,600 108,800 145,200 378,000 1,267,800

Option exercise price €38.50 €36.35 €32.30 €101.50 €36.25 €25.50 €20.67

Expected volatility 35.00% 33.00% 33.00% 25.00% 20.00% 20.00% 20.00%

Risk-free rate on grant date 2.50% 3.43% 3.43% 4.87% 3.20% 2.59% 3.12%

Expected annual dividend growth 0.00% 0.00% 0.00% 20.00% 20.00% 20.00% 20.00%

Fair value of option on grant date €7.23 €9.57 €9.57 €22.20 €7.20 €4.68 €3.44

Number of options

exercised in 2009 – – – – 1,900 28,200 20,790

The potential number of shares that could be subscribed under these plans amounted to 2,331,227 at 31 December 2010.

All plans are subject to a condition of continuing employment.

The December 2009 plan features conditions as to the performance of the Eiffage share relative to the stock market and to companies in its sector of activity. The plan’s valuation is based on the Monte Carlo method.

The overall charge in respect of the above, included under staff benefits expense, is detailed below:

2010 2009Charge in respect of share subscription and purchase options 3.9 3.1

Charge in respect of bonus issues of shares 0.7 3.7

TOTAL 4.6 6.8

37 EARNINGS PER SHAREBasic earnings per share are calculated by reference to the average number of shares in issue, not taking into account the weighted average number of shares held in treasury. This average number is obtained by weighting new shares created as a result of share subscription or pur-chase options being exercised during the period, taking into account share cancellations.

Diluted earnings per share are calculated by reference to the weighted average number of shares determined above, adjusted to include all shares that could be created were all potentially dilutive instruments to be exercised.

2010 Profit for the year Number Earnings

(in millions of euros) of shares per share

Basic earnings per share (Group share) 232 86,818,164 2.67

Share subscription and purchase options – – –

Dilution resulting from option exercises – 2,244,127 –

Diluted earnings per share (Group share) 232 89,062,291 2.60

2009 Profit for the year Number Earnings

(in millions of euros) of shares per share

Basic earnings per share (Group share) 190 87,128,885 2.18

Share subscription and purchase options – – –

Treasury shares* – 2,871,115 –

Diluted earnings per share (Group share) 190 90,000,000 2.11

* Potentially dilutive and held for the purpose of being allocated in connection with share subscription or purchase plans and/or bonus share issues.

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38 FEES PAID TO THE STATUTORY AUDITORSThe table below details the fees paid to the statutory auditors in respect of services rendered, analysed by reference to the year when reco-gnised to the income statement.

TOTAL

Amount (excluding VAT) %

In thousands of euros 2010 2009 2010 2009

Audit

Statutory audit, certification, review of company

and consolidated financial statements (a)

• Issuer 256 227 2.9% 2.6%

• Fully consolidated subsidiaries 7,900 7,905 88.4% 90.5%

Other reviews and services directly linked

to the statutory audit assignment (b)

• Issuer – – – –

• Fully consolidated subsidiaries 347 329 3.9% 3.8%

Sub-total 8,503 8,461 95.2% 96.9%

Other services provided by the networks

to fully consolidated subsidiaries (c)

• Legal, tax and employment matters 228 195 2.6% 2.2%

• Other 201 78 2.3% 0.9%

Sub-total 429 273 4.8% 3.1%

TOTAL 8,932 8,734 100.0% 100.0%

KPMG*



Audit



• Issuer 140 122 4.4% 3.9%




• Issuer – – – –


Sub-total 3,151 3,125 98.9% 99.5%




• Other 1 – 0.0% –

Sub-total 35 15 1.1% 0.5%

TOTAL 3,186 3,140 100.0% 100.0%

* Member of the Eiffage Board of Auditors


PRICEWATERHOUSECOOPERS AUDIT*



Audit



• Issuer 116 105 3.7% 4.1%




• Issuer – – – –

• Filiales intégrées globalement 111 203 3.5% 8.0%

Sub-total 3,101 2,523 97.6% 99.4%




• Other 17 5 0.5% 0.2%

Sub-total 75 15 2.4% 0.6%

TOTAL 3,176 2,538 100.0% 100.0%

* Member of the Eiffage Board of Auditors

OTHER AUDITORS



Audit

Commissariat aux comptes. certification.

examen des comptes individuels et consolidés (a)

• Issuer – – – –




• Issuer – – – –


Sub-total 2,251 2,813 87.6% 92.0%




• Other 183 73 7.1% 2.4%

Sub-total 319 243 12.4% 8.0%

TOTAL 2,570 3,056 100.0% 100.0%

(a) This includes services rendered by independent experts or by members of the statutory auditor’s network in connection with the certification of the financial statements.

(b) This includes due diligence and directly related services performed for Eiffage or its subsidiaries by the statutory auditor (in compliance with the provisions of Article 10

of the Code of Professional Conduct) or by a member of the network (in compliance with the provisions of Articles 23 and 24 of the Code of Professional Conduct).

(c) This includes services other than auditing rendered in compliance with the provisions of Article 24 of the Code of Professional Conduct by a member of the network

to subsidiaries of Eiffage whose accounts are certified.

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39 DISPUTES, ARBITRATION AND OTHER COMMITMENTSIn the ordinary course of its activities, the Group is involved in various disputes. The matters referred to below have, when appropriate, given rise to provisions considered as adequate in the light of cur-rent circumstances.

Several Group companies are currently being investigated by the French national competition body or other bodies under procedures instituted to determine whether these companies engaged in res-trictive trade practices with regard to various public works contracts in the Ile-de-France region and contracts for the construction of schools across France. Given the provisions already set aside, the Group does not consider that the outcome of these investigations will have a material effect in coming years.

Given the nature of its activities, which in some cases have been carried on at old industrial sites, suits for environmental pollution have been brought against the Group. Because the pollution dates back a long time, the Group’s involvement has not yet been esta-blished formally. Nevertheless, because of the uncertain nature of the procedures, provisions have been recognised. The Group does not consider that the outcome of these procedures will have a mate-rial effect in coming years.

In connection with the Group’s building activity, there is a risk that any defects may come to light out to ten years after project comple-tion, and such defects can result in significant repair costs. The Group has therefore taken out ten-year contractors’ guarantee insurance policies covering claims exceeding defined deductibles. The necessary provisions have been constituted and the Group does not expect this risk exposure to have material consequences.

40 OTHER FINANCIAL COMMITMENTS

40.1. COMMITMENTS GIVEN

2010 2009Off balance sheet commitments linked to investing activities

With partnerships (SNC), non-trading real estate investment

companies (SCI) and economic interest groupings (GIE) 159 165

Commitments to purchase participating interests 1 1

Off balance sheet commitments linked to financing activities

Securities pledged in connection with credit transactions 44 –

Other commitments given in connection with credit transactions 32 5

Off balance sheet commitments linked to operating activities

Future payments in respect of long-term rental agreements 28 25

Up to 1 year 16 14

1 to 5 years 12 11

Over 5 years – –

Future payments in respect of commercial property leases 162 144

Up to 1 year 41 39

1 to 5 years 83 79

Over 5 years 38 26

Guarantees, sureties and pledges given in connection with contracts 3,252 2,820

Commitments given to employees 16 –

Other commitments given in connection with operating activities 301 394

TOTAL COMMITMENTS GIVEN 3,995 3,554

The significant commitments given in the form of guarantees, sureties and pledges are attributable to bid bonds and performance bonds given in connection with large contracts.

40.2. COMMITMENTS RECEIVED

2010 2009Off balance sheet commitments linked to financing activities

Unused confirmed credit lines 530 777

Off balance sheet commitments linked to operating activities

Guarantees, sureties and pledges received in connection with contracts 412 446

Other commitments received in connection with operating activities 112 124

TOTAL COMMITMENTS RECEIVED 1,054 1,347


EIFFAGE CONSTRUCTION

AND ITS CONSTRUCTION SUBSIDIARIES 100.0%

Antwerpse Bouwwerken 100.0%

Auto-Park Poznan Sp. z o.o. 100.0%

Cecom Center SA 100.0%

Collignon Eng 100.0%

Crystal S.A.M. 100.0%

De Graeve Entreprises Générales 100.0%

Delfi 100.0%

Druez Entreprises Générales 100.0%

Eiffage Benelux 100.0%

Eiffage Budownictwo Mitex S.A. 100.0%

Eiffage Construction Aisne 100.0%

Eiffage Construction Alsace Franche Comté 100.0%

Eiffage Construction Artois Hainaut 100.0%

Eiffage Construction Auvergne 100.0%

Eiffage Construction Basse Normandie 100.0%

Eiffage Construction Bourgogne 100.0%

Eiffage Construction Bretagne 100.0%

Eiffage Construction Centre 100.0%

Eiffage Construction Ceska Republika s.r.o. 100.0%

Eiffage Construction Champagne 100.0%

Eiffage Construction Confluences 100.0%

Eiffage Construction Côte d’Azur 100.0%

Eiffage Construction Gestion et Développement 100.0%

Eiffage Construction Grand Paris 100.0%

Eiffage Construction Haute Normandie 100.0%

Eiffage Construction Ile de France Paris 100.0%

Eiffage Construction Industries fresnay/Sarthe 100.0%

Eiffage Construction Languedoc Roussillon 100.0%

Eiffage Construction Limousin 100.0%

Eiffage Construction Lorraine 100.0%

Eiffage Construction Matériel 100.0%

Eiffage Construction Midi Pyrénées 100.0%

Eiffage Construction Monaco 100.0%

Eiffage Construction Nord 100.0%

Eiffage Construction Nord Aquitaine 100.0%

Eiffage Construction Pays de Loire 100.0%

Eiffage Construction Picardie 100.0%

Eiffage Construction Poitou Charentes 100.0%

Eiffage Construction Provence 100.0%

Eiffage Construction Rhône-Alpes 100.0%

Eiffage Construction Services 100.0%

Eiffage Construction Slovenska Republica s.r.o. 100.0%

Eiffage Construction Sud Aquitaine 100.0%

Eiffage Construction Val de Seine 100.0%

Eiffage Polska Nieruchomosci Sp. z o.o. 100.0%

Emep 4 100.0%

PRINCIPAL CONSOLIDATED COMPANIES IN 2010The following list is limited to companies with total assets of more than €5 million.

Companies mentioned below are consolidated under the full method unless indicated otherwise.

EIFFAGE AND ITS SUBSIDIARIES

Adtim* 50.0%

A’liénor 65.0%

Alliance Connectic 81.0%

Armor Connectic 81.0%

Capaix Connectic 81.0%

Centor SNC 100.0%

Connectic 39 81.0%

Efi 100.0%

Efitrez 100.0%

Eiffage Connectic 78 100.0%

Eiffage GMBH 100.0%

Eifficentre 100.0%

Eiffigen SNC 100.0%

Elisa 100.0%

Faber Straßen-und Tiefbau GmbH 100.0%

Financière Laborde 100.0%

Hanvol Sas 100.0%

H’Ennez SNC 100.0%

Héveil Snc 100.0%

Laborde Gestion 100.0%

Norscut* 36.0%

Optimep 4 100.0%

Schwietelsky-Faber GmbH Kanalsanierung* 50.0%

Senac 100.0%

Smtpc* 32.9%

Socfi 100.0%

Société Prado Sud* 41.5%

Soprano 100.0%

Tp Ferro* 50.0%

Wilhelm Faber GmbH & Co. Bauunternehmung KG 100.0%

Yvelines Connectic 100.0%

VERDUN PARTICIPATION 1 AND ITS SUBSIDIARIES 51.0%

Verdun Participation 2 51.0%

Compagnie Eiffage du Viaduc de Millau 51.0%

FINANCIÈRE EIFFARIE 50.0%

Eiffarie 50.0%

Autoroutes Paris Rhin Rhône** 49.1%

Autoroutes Rhône Alpes** 49.0%

Adelac* 24.5%

Axxès* 13.8%

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EIFFAGE TRAVAUX PUBLICS AND ITS SUBSIDIARIES 100.0%

Aglomerados Albacete 51.0%

Aglomerados Los Serranos 51.0%

Alpes du Sud Matériaux 100.0%

Appia Enrobés Ouest 100.0%

Appia Grands Travaux 100.0%

Appia Liants Emulsion Rhône Alpes 100.0%

Bocahut 100.0%

Carrière de la Roche Blain 99.3%

Carrière des Chênes 100.0%

Carrière des Grands Caous 100.0%

Carrière des Roches Bleues 100.0%

Carrière du Sud Ouest 100.0%

Carrières des 3 Vallées 100.0%

Carrières et Matériaux 100.0%

Desquesnes 100.0%

Dle Ouest 100.0%

Dle Outre-Mer 100.0%

Dle Spécialités 100.0%

Durance Granulats* 45.0%

Eiffage Deutschland Verwaltungs GmbH 100.0%

Eiffage Deutschland Bauholding GmbH 100.0%

Eiffage Infraestructuras 100.0%

Eiffage International 100.0%

Eiffage Rail 100.0%

Eiffage Rail GmbH 100.0%

Eiffage Sénégal 100.0%

Eiffage TP 100.0%

Eiffage Travaux Publics Est 100.0%

Eiffage Travaux Publics Gestion et Développement 100.0%

Eiffage Travaux Publics IdF Centre 100.0%

Eiffage Travaux Publics Méditerranée 100.0%

Eiffage Travaux Publics Nord 100.0%

Eiffage Travaux Publics Ouest 100.0%

Eiffage Travaux Publics Réseaux 100.0%

Eiffage Travaux Publics Rhône Alpes Auvergne 100.0%

Eiffage Travaux Publics Sud Ouest 100.0%

Est Granulats* 50.0%

Etmf 100.0%

Extraccion de aridos sierra negra 51.0%

Forézienne 100.0%

Gauthey 100.0%

Heinrich Walter Bau GmbH 100.0%

Hormigones Los Serranos 51.0%

Hormigones y morteros Serrano 51.0%

La Routière Guyanaise 100.0%

Lanwehr Bau GmbH 100.0%

Les Matériaux Enrobés du Nord 100.0%

Masfalt 95.8%

Mebisa* 43.0%

Entreprises Générales Louis Duchêne 100.0%

Fondedile Belgium 100.0%

Fougerolle 100.0%

Frabeltra 100.0%

Génie Civil Industriel 100.0%

Herbosch-Kiere 100.0%

Kraaijeveld 100.0%

Limpens 100.0%

Oostvlaams Milieubeheer 100.0%

Perrard 100.0%

PIT Antwerpen 100.0%

Reynders B & I 100.0%

Romarco 100.0%

Scaldis Salvage & Marine Contractors* 25.0%

Socamip 100.0%

Sodemat 100.0%

Tchas Polska Sp. z o.o. 100.0%

Valens 100.0%

Vse 100.0%

Yvan Paque 100.0%

EIFFAGE IMMOBILIER, ITS SUBSIDIARIES

AND THE REGIONAL PROPERTY SUBSIDIARIES

Eiffage Immobilier. ses filiales

et les filiales immobilières régionales 100.0%

Asnières Seine T 50.1%

Boulogne Peupliers 50.1%

Eiffage Aménagement et sa filiale 100.0%

Geyre Bellevue 75.0%

Jardin d’Ossau 66.0%

Nice Gambetta II 50.0%

Seop et ses filiales 100.0%

Soficom Development et ses filiales 100.0%

EIFFEL PARTICIPATIONS AND ITS SUBSIDIARIES 100.0%

Barep 100.0%

Defor* 39.8%

Eiffel Construction Métallique 100.0%

Eiffel Deutschland Stahltechnologie GmbH 100.0%

Eiffel Industrie 100.0%

Etcm 100.0%

Ger2i 100.0%

Goyer 100.0%

Laubeuf 100.0%

Unibridge* 49.0%


Forclum Aquitaine Limousin 100.0%

Forclum Auvergne 100.0%

Forclum Basse Normandie 100.0%

Forclum Bourgogne 99.9%

Forclum Bretagne 100.0%

Forclum Centre Loire 100.0%

Forclum Champagne Ardennes 100.0%

Forclum Electronique 100.0%

Forclum Energies Services 100.0%

Forclum Exploitation et Services 100.0%

Forclum Gestion & Développement 100.0%

Forclum Grands Travaux Tertiaires 100.0%

Forclum Haute Normandie 100.0%

Forclum Ile de France 100.0%

Forclum Industrie Nord 100.0%

Forclum Infra Nord 100.0%

Forclum Loire Océan 100.0%

Forclum Lorraine 100.0%

Forclum Numérique 100.0%

Forclum Poitou Charentes 100.0%

Forclum Provence Alpes Côte d’Azur 100.0%

Forclum Quercy Rouergue Gevaudan 100.0%

Forclum Réseaux Nord 100.0%

Forclum Rhône Alpes 100.0%

Forclum Sud Ouest 100.0%

Forclum Transport 100.0%

Forclum Val de Loire 100.0%

Forclumeca Antilles Guyane 100.0%

Grossi & Speier France 100.0%

Inelbo 100.0%

Ingg Grossi & Speier Spa 100.0%

JJ Tome 52.0%

NAT Fortune GmbH 60.0%

NAT Neuberger Anlagen Technik AG 60.0%

S&G Hamburg GmbH 100.0%

Sogica 100.0%

Tecniarte 33.8%

Tpam 100.0%

Tte Transel 100.0%

* Companies accounted for under the equity method

** Companies consolidated under the full method because successive levels of

ownership ensure that Eiffage exercises control

Note 1: The percentages given above correspond to the direct and indirect interests

of parent Eiffage SA in the company concerned.

Note 2: A complete list of companies together with their addresses and SIREN

numbers is available upon request.

Resirep 100.0%

Roland 100.0%

Sarzeau Carrières et Matériaux 62.3%

Serrano Aznar Obras Publicas 51.0%

Sesen 100.0%

Sga* 50.0%

Sgasa 100.0%

Sgtn 100.0%

Sitren 99.5%

Société des Carrières de la 113 100.0%

Société Matériaux de Beauce* 50.0%

Sodeca 100.0%

Stinkal 65.0%

Tinel 100.0%

Transroute 100.0%

Travaux Publics de Provence 100.0%

Travaux Publics et Assainissement 100.0%

Wittfeld GmbH 100.0%

Wittfeld RO SRL 100.0%

CLEMESSY AND ITS SUBSIDIARIES 99.9%

Clemessy Emcs 99.9%

Clemessy i&e GmbH 99.9%

Eis 99.9%

Fontanie 99.9%

Game Ingenierie 99.8%

Rmt I&E GmbH 99.9%

Secauto 99.8%

Seh 99.8%

FORCLUM AND ITS SUBSIDIARIES 100.0%

Alsatel 100.0%

Ambitec S.a.u 100.0%

Crystal 100.0%

Crystal Centre Est 100.0%

Crystal Est 100.0%

Crystal Idf 100.0%

Crystal Nord 100.0%

Crystal Sud 100.0%

Egea 100.0%

Eiffage Energia 100.0%

Elettromeccanica Galli Spa 51.0%

Elomech Elektroanlagen GmbH 67.3%

Forclim Ile de France 100.0%

Forclim Normandie 100.0%

Forclim Ouest Atlantique 100.0%

Forclim Sud Ouest 100.0%

Forclum Alsace Franche Comté 100.0%

Forclum Anjou Maine 100.0%

Forclum Antilles Guyane 100.0%

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Statutory Auditors’ Reporton the consolidated financial statementsfor the year ended 31 December 2010

To the Shareholders,

In fulfilment of the assignment entrusted to us by the Shareholders’ General Meeting, we present to you our report for the year ended 31 December 2010 on:■ the audit of the consolidated financial statements of Eiffage SA, as attached to this report;■ the basis for our opinion; and■ the specific verifications required by law.

The consolidated financial statements have been prepared under the responsibility of the Board of Directors. It is our responsibility, based on our audit, to express an opinion on these financial statements.

I. OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

We conducted our audit in accordance with auditing standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining, on a sample basis or via other means of selection, the evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that the information we have obtained provides an adequate and reasonable basis for our opinion.

In our opinion, and in light of International Financial Reporting Standards (IFRS) as adopted by the European Union, the consolidated financial statements give a true and fair view of the Group’s financial position and its assets and liabilities at 31 December 2010, and of the results of operations of the entities included in the consolidation for the year then ended.

Without calling into question the opinion expressed above, we draw your attention to Notes 2.1 and 5.2 to the consolidated financial statements. These set out the impact of the application with effect from 1 January 2010 of the new standards and interpretations applied as of that date and, in particular, IAS 27 (revised) on consolidated and separate financial statements.

II. BASIS FOR OUR OPINION

Pursuant to the provisions of article L.823.9 of the French Commercial Code requiring that we indicate the basis for our opinion, we draw your attention to the following elements:

Note 2 to the consolidated financial statements sets out the accounting policies and methods applied by the Group, notably as regards construction contracts, public service concession arrangements and provisions:■ When assessing the accounting policies used by the Group, we ensured that the percentage of completion method used to account for revenue and profit from contracting activities as described in Note 2.5 had been applied properly and consistently.■ Notes 2.3 and 2.18 to the consolidated financial statements describe the accounting methods applied by the Group to its concessions activity. When assessing the accounting policies used by the Group, we ensured that these accounting methods and the disclosure in the notes to the consolidated financial statements were appropriate and we checked that these methods were applied properly.■ Based on the information available to us on the date of this report, our assessment of provisions was based on an analysis of the risk identification and quantification procedures implemented by the Group, as well as of the risks relating to the main provisions that have been set aside (see Notes 2.18 and 23). As part of our work, we determined that management’s estimates were reasonable.

The Group systematically carries out goodwill impairment tests at the end of each financial year using the methods described in Note 2.11 to the consolidated financial statements. We examined the conditions under which impairment tests were performed as well as the assumptions used, and verified that the information provided in Notes 2.11 and 9 was appropriate.

These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to determining the opinion expressed in the first part of this report.

III. SPECIFIC VERIFICATIONS

We have also verified, in accordance with auditing standards applicable in France and pursuant to French law, the information on the Group contained in the Directors’ Management Report for the parent company.

We have no comment to make as to its fair presentation and its consistency with the consolidated financial statements.

Neuilly-sur-Seine and Paris-La-Défense, 28 March 2011

The Statutory Auditors

PricewaterhouseCoopers Audit KPMG Audit

Department of KPMG SA

Yan Ricaud Philippe Mathis Partner Partner


Company financial statements

BALANCE SHEET

ASSETS

2010 Notes Gross Amortisation, Net 2009 depreciationIn thousands of euros and provisions

Non-current assets 1 1,505 1,121 384 427

Participating interests 2 3,068,824 4,232 3,064,592 2,814,453

Other investments 2 – 11 755,651 79 755,572 383,252

Total non-current assets 3,825,980 5,432 3,820,548 3,198,132

Inventories and work in progress 3 3,750 – 3,750 –

Trade debtors 4 – 11 2,694 396 2,298 2,798

Other debtors 4 – 11 672,837 85 672,752 677,678

Current assets other than cash and cash equivalents 679,281 481 678,800 680,476

Marketable securities 5 379,941 4,300 375,641 618,987

Cash at bank and in hand 175 – 175 70,368

Cash and cash equivalents 380,116 4,300 375,816 689,355

Prepayments and accrued income 115 – 115 555

TOTAL ASSETS 4,885,492 10,213 4,875,279 4,568,518

LIABILITIES AND SHAREHOLDERS’ EQUITY

In thousands of euros Notes 2010 2009Share capital 6 360,000 360,000

Share premium account 235,674 235,699

Revaluation reserve 3,415 3,415

Reserves 36,000 37,273

Retained earnings 2,784,573 2,648,681

Net profit for the year 210,285 239,925

Regulated provisions 581 415

Capital and reserves 7 3,630,528 3,525,408

Provisions for liabilities and charges 8 92,861 113,411

Loans and other borrowings 9 230,001 1

Trade creditors 9 - 10 11,760 10,076

Other creditors 9 - 10 909,863 919,556

Debts 1,151,624 929,633

Bank overdrafts and credit balances 9 - 10 202 66

Accruals and deferred income 64 –

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 4,875,279 4,568,518

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Company financial statements

INCOME STATEMENT

In thousands of euros Note 2010 2009Operating income

Sales of goods and services 11,192 12,734

Change in inventories 3 3,750 –

Other income 643 647

Provisions reversed – 30

Total operating income 15,585 13,411

Operating charges

External charges – 35,213 – 28,702

Taxes (other than income tax) -630 -358

Staff costs – 1,772 – 2,293

Depreciation and provisions – 46 -48

Total operating charges – 37,661 – 31,401

Share of profit (loss) of joint ventures 68 242

Operating profit – 22,008 – 17,748

Income from participating interests 184,212 241,442

Net interest payable and similar charges 3,205 – 23,381

Provisions 17,690 10,957

Net financial income 205,107 229,018

Profit on ordinary activities 183,099 211,270

Profit (loss) on the disposal of non-current assets – 3,953 726

Other exceptional income and charges 366 115

Provisions -325 45

Exceptional income (charges) 14 – 3,912 886

Income tax 15 31,098 27,769

NET PROFIT 210,285 239,925


FOREIGN CURRENCY TRANSACTIONS

Amounts receivable and payable denominated in foreign currencies are converted at the exchange rate on the balance sheet date. The balance sheets and income statements of establishments located outside the euro zone are translated in the same way.

JOINT VENTURES

In accordance with industry accounting standards, French joint ven-tures are accounted for under the full consolidation method when Eiffage SA is responsible for their management.

When Eiffage SA is not responsible for management or the joint ven-ture is undertaken outside France, only the company’s share of ear-nings is recorded in the income statement.

LONG-TERM CONTRACTS

Profits arising on long-term construction projects are accounted for under the percentage-of-completion method.

Provisions for liabilities are recorded to cover any foreseeable losses on completion. The latter are determined based on an analysis of projected economic and financial data for each contract. When appropriate, projections take into account amounts likely to be obtained from claims that have been filed.

REVENUE

Revenue as referred to in the various reports and management documents produced by the company, notably in any comments on the activities of Group companies, corresponds to the year’s production. It includes work and services performed directly by Eiffage SA as well as its attributable share when the work is performed in partnership with third parties.

SHARE OF RESULTS OF PARTNERSHIPS

The results of partnerships are recorded in the year to which they relate, as accrued income when a profit, and as accrued expenses when a loss.

STOCK OPTIONS

Options to purchase Eiffage shares have been granted to a number of employees. The financial risk attached to these options is provi-sioned taking into account shares held in treasury and their market value at the year-end.

ACCOUNTING POLICIES AND METHODSThe annual financial statements have been prepared in accordance with the General Chart of Accounts adopted by the French Accoun-ting Regulation Committee (Comité de la Réglementation Comptable

– CRC) on 29 April 1999.

The main accounting methods are presented below.

PROPERTY, PLANT AND EQUIPMENT

With the exception of assets having given rise to a legal revaluation, property, plant and equipment are valued at cost. Depreciation is calculated using the straight-line method so as to write off the assets over their estimated useful lives:■ Buildings 40 years■ Industrial buildings 20 years■ Fittings 10 years

The depreciation period is reduced by half for second-hand items.

INVESTMENTS

Participating interests are recorded on the balance sheet at their gross value, i.e. at their purchase cost plus any additional costs or their revalued amount as at 31 December 1976. When their carrying value is lower than their gross value, a provision is recorded for the difference.

Carrying value is determined by reference to the share of the com-pany’s net book value adjusted, where appropriate, to take into account future capital gains on its assets as well as its projected development and earnings prospects.

These estimates and assumptions are based on past experience and on various other factors, bearing in mind the current unsettled economic environment, which has lowered visibility as regards business prospects.

RECEIVABLES

Receivables are measured at their nominal value. Provisions are recognised to write down these receivables when there are difficul-ties collecting amounts due.

MARKETABLE SECURITIES

Marketable securities are recorded at acquisition cost.

Provisions are recorded when market value at the year-end is lower than acquisition cost. Interest is accrued at the year-end in respect of securities bearing a guaranteed interest rate.

PROVISIONS FOR LIABILITIES AND CHARGES

Provisions are set aside whenever there is a probable risk that resources will be expended without any likely return. Provisions are reviewed at the balance sheet date and adjusted on the basis of the best estimates available at that date.

Certain provisions cover liabilities linked to the execution and com-pletion of construction projects in France and abroad. In such cases they cover any direct costs and ancillary expenses to rehabilitate the construction site as well as charges arising from seeing projects through to completion.

NOTES TO THE COMPANY FINANCIAL STATEMENTS for the year ended 31 december 2010(in thousands of euros unless otherwise indicated)

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Notes to the company financial statements

ADDITIONAL INFORMATION ON THE BALANCE SHEET AND THE INCOME STATEMENT

NOTE 1 – NON-CURRENT ASSETS

At 1 Additions Disposals At 31 January December

1.1 - Cost

Land 148 – – 148

Buildings 1,280 – – 1,280

Other property, plant and equipment 73 4 – 77

TOTAL 1,501 4 – 1,505

1.2 - Depreciation

Buildings 1,059 39 – 1,098

Other property, plant and equipment 15 8 – 23

TOTAL 1,074 47 – 1,121

NOTE 2 – INVESTMENTS

At 1 Additions Disposals At 31 January December

2.1 - Cost

Participating interests 2,818,685 365,215 115,076 3,068,824

Treasury shares – liquidity contract 3,045 28,956 28,220 3,781

Other investments 380,322 393,197 21,649 751,870

TOTAL 3,202,052 787,368 164,945 3,824,475

2.2 - Provisions

Participating interests 4,232 – – 4,232

Other investments 115 – 36 79

TOTAL 4,347 – 36 4,311

NOTE 3 – INVENTORIES AND WORK IN PROGRESS

Inventories correspond to costs inventoried in respect of studies undertaken by the Group for a project for which it was designated as preferred bidder in January 2011.

NOTE 4 – AMOUNTS RECEIVABLE

Net Within More than amount 1 year 1 year

4.1 - Analysis by maturity

Included under non-current assets (1) 747,587 12 747,575

Included under current assets (2)

• Trade debtors 2,298 2,298 –

• Other debtors (3) 672,752 672,742 10

TOTAL 1,422,637 675,052 747,585

(1) Of which €668,953 thousand concerns Group companies.

(2) Of which €258,424 thousand concerns Group companies.

(3) Of which €412,910 thousand from the debt securitisation mutual fund serving as a vehicle for the securitisation programme arranged by the Group in 2002.

The corresponding liability is recorded under “Other creditors”.


At 1 Increase Decrease At 31 January December

4.2 - Provisions

Trade debtors 396 – – 396

Other debtors

• Due from Group companies 79 6 – 85

TOTAL 475 6 – 481

NOTE 5 – MARKETABLE SECURITIES

Number of shares

At At Net book 1 January 31 December value

5.1 - Held in portfolio

Treasury shares 3,337,257 2,984,949 144,733

UCITS invested in very short-dated money market instruments – – 221,800

Securities representing reserve fund

of securitisation programme – – 9,108

TOTAL 375,641

The market value of the UCITS is not materially more than their net book value.

At 1 Increase Decrease At 31 January December

5.2 - Provisions for marketable securities

Treasury shares 1,250 3,050 – 4,300

TOTAL 1,250 3,050 – 4,300

NOTE 6 – SHARE CAPITAL

At 31 December 2010, the share capital consisted of 90,000,000 shares of €4 each.

Number of shares

At 31 December 2009 90,000,000

Capital increase reserved for employees 186,458

Capital reduction through the cancellation of 186,458 shares – 186,458

AT 31 DECEMBER 2010 90,000,000

NOTE 7 – CHANGES IN SHAREHOLDERS’ EQUITY

Capital Share Revalutation Reserves Retained Net profit Regulated Total premium reserve earnings for the year provisions account

At 31 December 2009 360,000 235,699 3,415 37,273 2,648,681 239,925 415 3,525,408

Appropriation of 2009 net profit – – – 104,033 135,892 -239,925 – –

Dividends paid – – – – 104,033 – – – – 104,033

Capital increase 746 4,995 – – – – – 5,741

Capital reduction – 746 – 5,020 – – 1,273 – – – – 7,039

Other – – – – – – 166 166

2010 net profit – – – – – 210,285 – 210,285

AT 31 DECEMBER 2010 360,000 235,674 3,415 36,000 2,784,573 210,285 581 3,630,528

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Notes to the company financial statements

NOTE 8 – PROVISIONS FOR LIABILITIES AND CHARGES

At 1 Increase Decrease At 31

January Decrease Decrease not December

corresponding corresponding to a charge to a charge in the year during the year

Options on and bonus issues

of Eiffage shares 67,350 – 20,550 – 46,800

Future charges on long-term contracts 31,000 – – – 31,000

Abroad 14,100 – – – 14,100

Tax 960 – – – 960

Other 1 – – – 1

TOTAL 113,411 – 20,550 – 92,861

Provisions written back that do not correspond to a charge in the year relate to the company’s ordinary activities. They concern provisions found to be in excess of requirements or for which the liability has disappeared.

NOTE 9 – BORROWINGS AND BANK OVERDRAFTS

Analysis by maturity

Total Within More 1 year than 1 year

9.1 – Loans and other borrowings

Other borrowings

• Bank loans 230,000 230,000 –

• Other 1 1 –

TOTAL 230,001 230,001 –

9.2 – Other creditors

Amounts due to Group companies (1) 891,410 891,410 –

Miscellaneous debt 18,453 18,453 –

TOTAL 909,863 909,863 –

9.3 – Bank overdrafts 202 202 –

TOTAL 202 202 –

(1) See Note 4.1 concerning the impact arising from the securitisation programme.

9.4 – Trade creditors

At 31 December 2010, trade payables, excluding amounts due to Group companies, amounted to €629 thousand and consisted nearly entirely of amounts payable 30 days from the date of issue of the invoice.

At 31 December 2010, there were no significant past due amounts.

NOTE 10 – ACCRUALS ARE INCLUDED UNDER THE FOLLOWING BALANCE SHEET HEADINGS

FOR THE AMOUNTS INDICATED

At 31 December 2010

Trade creditors 1,252

Other creditors 536

Bank overdrafts and credit balances 34

TOTAL 1,822


NOTE 17 – PENSION OBLIGATIONS

Under collective labour agreements in its industry, the company is required to make lump-sum retirement payments to managers and technical and supervisory staff when they retire. Other pension commitments are the responsibility of the pension schemes to which the company is affiliated.

At 31 December 2010, vested rights for the staff employed by the company on that date were estimated at €18 thousand (including social security costs) using the accrued benefit method.

No provision is recorded in respect of these obligations.

NOTE 18 – AVERAGE NUMBER OF EMPLOYEES

Eiffage SA employed an average of two managers in France in 2010.

NOTE 19 – DIRECTORS’ EMOLUMENTS

In 2010, total fixed and variable emoluments, including benefits in kind, paid to the Chairman and Managing Director by Eiffage amounted to €1,485 thousand gross.

Directors’ fees paid to directors totalled €464 thousand in 2010.

NOTE 20 – AUDITORS’ FEES

Details regarding the auditors’ fees, as charged to income for the period, are provided in the notes to the consolidated financial statements.

NOTE 11 – ACCRUED INCOME IS INCLUDED UNDER THE FOLLOWING BALANCE SHEET HEADINGS

FOR THE AMOUNTS INDICATED

At 31 December 2010

Other investments 1,222

Trade debtors 155

Other debtors 558

TOTAL 1,935

NOTE 12 - INFORMATION ON RELATED

UNDERTAKINGS AND PARTICIPATING INTERESTS

A regulated agreement was approved by the Board of Directors on 10 December 2008 between Soficot and Eiffage (Serge Michel being a director of Eiffage as well as the Chairman of Soficot). This agree-ment was terminated by Eiffage in 2010.

Under this agreement, amounting to €774 thousand, staff was made available to Eiffage.

Other transactions with related parties not mentioned above are either immaterial or were concluded on an arm’s length basis.

NOTE 13 – ANALYSIS OF REVENUE

Revenue amounted to €3 million in 2010 and was generated solely in France.

NOTE 14 – EXCEPTIONAL INCOME AND CHARGES

Net exceptional charges amounted to €4 million in 2010 and include a loss of €3 million on the sale of a participating interest.

NOTE 15 – INCOME TAX

Eiffage SA is the head of a tax group that comprised 233 subsidiaries in 2010. The €31 million tax credit is the difference between the amount of tax receivable from members of the tax group and the amount of tax payable by the Group.

Timing differences specific to Eiffage SA amounted to €31 million in terms of tax base and correspond to relief that will be obtained in the future.

ADDITIONAL NOTES

NOTE 16 – FINANCIAL COMMITMENTS

Guarantees and sureties given 1,380,410

Partnerships (SNC), non-trading real

estate investment companies (SCI)

and economic interest groupings (GIE) 1,294,593

Other commitments given 1,525

TOTAL 2,676,528

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Five-year financial summary

2006 2007 2008 2009 2010

1 - Share capital at 31 December (In thousands of euros)

Share capital 372,689 372,733 366,333 360,000 360,000

Number of ordinary shares in issue 93,172,338 93,183,342 91,583,342 90,000,000 90,000,000

Maximum number of shares to be created in the future 11,004 – – – –

- through the exercise of share options 11,004 – – – –

2 - Results (In thousands of euros)

Revenue excluding VAT 76,066 43,529 17,370 7,457 3,373

Profit before depreciation, provisions, employee

profit-sharing and tax 441,296 1,470,272 238,412 201,171 161,869

Income tax – 18,809 – 3,625 15,739 27,769 31,098

Employee profit-sharing for the year ended – – – – –

Profit after depreciation, provisions, employee

profit-sharing and tax 397,611 1,294,665 387,582 239,925 210,285

Dividends 93,172 111,820 108,000 108,000 108,000

3 - Earnings per share (in euros)

Profit after employee profit-sharing and tax,

but before depreciation and provisions 4.53 15.74 2.78 2.54 2.14

Profit after depreciation, provisions,

employee profit-sharing and tax 4.27 13.89 4.23 2.67 2.34

Dividend per share 1.00 1.20 1.20 1.20 1.20

4 - Employees

Average number of employees during the year 3 3 3 3 2

Salaries and wages 2,719 2,763 1,990 1,794 1,400

Staff benefits (social security and other benefits) 641 3,025 213 499 372


Total and per-share results

2010 2009

Profit on ordinary activities

Total (in millions of euros) 183 211

Per share (in euros) 2.0 2.3

Profit before tax



Net profit



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Subsidiaries and participating interests at 31 December 2010

A. DETAILED INFORMATION ON SUBSIDIARIES AND PARTICIPATING INTERESTS

Capital Reserves % of (including capital held 2010 net profit)

1. Subsidiaries (more than 50% of the capital controlled by Eiffage SA)

Eiffage Construction (1) 204,619 187,684 100.00

Eiffage Travaux Publics (1) 233,944 462,242 100.00

Financière Eiffarie (1) 200,174 – 241,438 50.00

Forclum (1) 92,616 250,599 100.00

Clemessy (1) 19,281 30,421 99.86

Eiffel Participations (1) 1,492 156,583 100.00

A’Liénor 190,020 – 620 65.00

Verdun Participations 1 (1) 4,185 – 182,869 51.00

Eiffage Gmbh (1) 16,214 2,705 100.00

2. Participating interests (between 10% and 50% of the capital controlled by Eiffage SA)

TP Ferro Concesionaria 51,435 – 12,233 50.00

Efi 51,953 28,253 24.36

Smtpc 17,804 31,336 32.92

Norscut 36,175 – 34,113 35.98

Société Prado Sud 16,093 – 41.49

(1) Information provided on a consolidated basis.

B. OVERALL INFORMATION ON SUBSIDIARIES AND PARTICIPATING INTERESTS

Book value of the shares held:

- Gross

- Net

Loans and advances made

Guarantees and sureties given

Dividends collected


Gross book Net book Loans and Commitments Revenue Net profit Dividendsvalue of value of advances given excluding (loss) paid to

shares held shares held made and not VAT in last for the Eiffage yet repaid financial last financial during year year the year

1,114,706 1,114,706 – 28 3,862,580 103,709 92,079

568,582 568,582 – 38,843 3,812,000 21,213 57,798

378,707 378,707 – – 2,241,594 137,045 –

357,245 357,245 – – 2,383,639 9,995 6,177

238,058 238,058 – 1,593 570,790 6,260 7,957

157,033 157,033 – 53,435 730,034 8,539 8,806

123,513 123,513 24,374 23,400 1,880 – 587 –

20,410 20,410 – – 33,865 – 764 3,202

19,317 16,163 – – 117,341 3,457 –

25,718 25,718 30,546 – – - –

19,420 19,420 – – 13,748 2,837 1,537

16,221 16,221 – – 34,247 10,532 2,882

13,016 13,016 15,666 – 90,563 4,796 –

6,676 6,676 3,213 87,103 – – –

French Foreign French participating Foreign participations subsidiaries subsidiaries interests interests

2,967,025 19,337 43,305 39,156

2,966,348 16,183 43,305 38,756

821,757 1,803 135,828 46,697

2,301,233 3,000 168,146 –

176,112 – 4,420 232

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In fulfilment of the assignment entrusted to us by your Shareholders’ General Meeting, we hereby present our report for the year ended 31 December 2010 on:■ the audit of the accompanying financial statements of Eiffage SA;■ the basis for our opinion; and■ the specific verifications and information required by law.

These financial statements have been prepared under the responsibility of the Board of Directors. It is our responsibility, based on our audit, to express an opinion on those financial statements.

I. OPINION ON THE FINANCIAL STATEMENTS

We conducted our audit in accordance with auditing standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a sample basis or via other means of selection, the evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the information we have obtained provides an adequate and reasonable basis for our opinion.

In our opinion, and in light of French generally accepted accounting principles, the financial statements give a true and fair view of the Company’s financial position and its assets and liabilities at 31 December 2010, and of the results of its operations for the year then ended.

II. BASIS FOR OUR OPINION

Pursuant to the provisions of Article L.823.9 of the French Commercial Code requiring that we indicate the basis for our opinion, we draw your attention to the following elements:

The accounting policies and methods applied by the Company to participating interests are described, inter alia, in Note A to the financial statements. We checked that these methods were appropriate. We also assessed the methods used by the Company to determine the carrying value of these participating interests, as described in the notes, taking into account the fluctuating economic environment and based on the information available on the date of this report, and we checked on a sample basis that these methods had been applied properly.

This assessment was made as part of our audit of the Company financial statements taken as a whole, and therefore contributed to determining the opinion expressed in the first part of this report.

III. SPECIFIC VERIFICATIONS AND INFORMATION

We also performed, in accordance with auditing standards applicable in France, the specific verifications required by French law.

We have no comment to make as to the truth, fairness and consistency with the financial statements of the information given in the Directors’ Management Report and in the documents sent to the shareholders concerning the Company’s financial position and the financial statements.

Concerning the information disclosed pursuant to the provisions of Article L.225-102-1 of the French Commercial Code on the remuneration and benefits in kind paid to corporate officers and on the commitments made to them, we have checked its consistency with the financial statements or with the data used in preparation of those financial statements and, where applicable, with the information obtained by the Company from companies controlling it or controlled by it. On the basis of this work, we certify the accuracy, truth and fairness of such information.

As required by law, we verified that the Directors’ Report contains the appropriate disclosures as to the identity of the shareholders and holders of voting rights.

Paris La Défense and Neuilly-sur-Seine, 28 March 2011


KPMG Audit PricewaterhouseCoopers Audit

Department of KPMG S.A.

Philippe Mathis Yan Ricaud Partner Partner

Statutory Auditors’ Reporton the Company financial statementsYear ended 31 December 2010



As the Statutory Auditors of your Company, we hereby present our report on regulated agreements and commitments.

It is our duty to provide you, on the basis of the information given to us, with details of the main features and conditions of the regulated agreements and commitments that have been reported to us or that have come to our attention in the course of our assignment. We are not required to express an opinion on their usefulness or appropriateness, or to actively search for any other regulated agreements or commitments. Under the terms of Article R.225-31 of the French Commercial Code, it is the responsibility of the shareholders to assess the Company’s interest in entering into these agreements and commitments when they are submitted for approval.

It is also our duty to provide you with the information set forth in Article R.225-31 of the French Commercial Code on the performance throughout the past financial year of those agreements and commitments that have already been approved by the General Meeting.

We performed such procedures as we considered necessary having regard to the professional standards established by the French National Association of Statutory Auditors (Compagnie nationale des Commissaires aux comptes) in this respect. Our work consisted in verifying the consistency of the information given to us with the source documents from which such information is extracted.

AGREEMENTS AND COMMITMENTS PRODUCED FOR APPROVAL BY THE GENERAL MEETING

We hereby inform you that we have not been notified of any agreements or commitments authorised during the course of the past financial year and requiring the approval of the General Meeting subject to the provisions of Article L.225-38 of the French Commercial Code.

AGREEMENTS AND COMMITMENTS PREVIOUSLY APPROVED BY THE GENERAL MEETING

Agreements and commitments approved in previous years and continuing to be performed during the financial year

Pursuant to Article R.225-30 of the French Commercial Code, we were informed of the continued performance over the past financial year of the following agreements and commitments, approved in previous financial years.

Management and assistance agreement with Soficot

During its meeting of 10 December 2008, the Board of Directors authorised the Company to enter into a management and assistance agree-ment with Soficot. Services billed to your company by Soficot in respect of 2010 amounted to €774,410 (excluding taxes). This agreement was terminated with effect from June 2010.

Securitisation of trade receivables

On 30 August 2007, the Board of Directors approved the renewal of the securitisation programme and various riders and guarantees in connection therewith. This programme, which runs for five years until 31 July 2012, was entered into by Eiffage SA and certain companies of the Eiffage Group (the “ceding subsidiaries”) on the one hand, and a debt securitisation mutual fund on the other hand.

The purpose of the resulting agreements is to establish:■ the transfer of receivables from the ceding subsidiaries to the debt securitisation mutual fund as part of a centralised cash management system operated within the Eiffage Group, with Eiffage SA acting as agent on behalf of the ceding subsidiaries to collect the proceeds raised from assigning these receivables to the fund and to transfer to the fund amounts collected by the ceding subsidiaries in respect of receivables assigned to the fund;■ the continued recovery of the receivables assigned to the fund by the ceding subsidiaries under a mandate granted by the fund;■ the extension by Eiffage SA, acting on behalf of the ceding subsidiaries, of various guarantees in favour of the fund in a variable amount of up to €400 million;■ the assumption by the ceding subsidiaries of any losses or charges that might be incurred by Eiffage SA under the terms of the guarantees; and■ the terms under which the ceding subsidiaries will be remunerated.




Department of KPMG SA.


Statutory Auditors’ special reporton regulated agreements and commitmentsGeneral Meeting called to approve the financial statements for the financial year ended 31 December 2010

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Report by the chairman of the Board of Directorson the preparation and organisation of the Board’s work, Internal Control and risk management

(this report was approved by the Board of Directors of Eiffage on 24 February 2011).

1 INTRODUCTIONThis report has been prepared in compliance with Articles L.225-37 and L.225-68 of the French Commercial Code (Code de Commerce) as modified by Articles 26 and 27 of the Act of 3 July 2008 adapting French company law to European Union law.

Its purpose is to report on the conditions for the preparation and organisation of the work performed by the Board of Directors and on the internal control procedures implemented within the Eiffage Group.

The Eiffage Group is headed by a holding company, Société Anonyme

Eiffage (Eiffage SA), which directly or indirectly controls a number of companies operating in the following sectors: construction, pro-perty development, civil engineering, road construction and mainte-nance, energy, metals, and transport and telecommunication infrastructure concessions.

2 CORPORATE GOVERNANCE PREPARATION AND ORGANISATION OF THE BOARD OF DIRECTORS’ WORK

CORPORATE GOVERNANCE

In the matter of corporate governance the Company refers to the April 2010 version of the Code of Corporate Governance for listed companies published by the French Association of Private Compa-nies (Association Française des Entreprises Privées – AFEP) and the French Confederation of Business Enterprises (Mouvement des

Entreprises de France – MEDEF), which is available on the MEDEF website (www.medef.com).

However, the following recommendations contained in this Code are not followed:■ Recommended proportion of independent directors on the Audit Committee: the Audit Committee is composed of four Directors, of whom two, including the Chairman, are independent Directors. At the date hereof, given the ownership of Eiffage’s share capital and the quality of the work performed by this Committee, nothing justi-fies modifying its composition to increase the proportion of indepen-dent Directors to two-thirds as recommended in this Code.

INFORMATION THAT MAY BE RELEVANT

IN THE EVENT OF A PUBLIC OFFERING

This information is detailed on page 152 of the reference document.

SHAREHOLDER ATTENDANCE

AT GENERAL MEETINGS

The conditions governing shareholder attendance at General Meetings are detailed in Article 30 of the Memorandum and Articles of Association.

PREPARATION AND ORGANISATION OF THE BOARD

OF DIRECTOR’S WORK

As at the date of this report the Board of Directors is composed of ten Directors: four independent Directors, two representing the FSI, two Group executives, one who is Chairman of the company formed by managers possessing shares in the Company, and one represen-ting employee shareholders, in accordance with the laws and regu-lations recommending the appointment of such a representative.

The Board has two female members, and supports the objectives set out in the AFEP-Medef Code, including in particular that of gender parity on boards. It will endeavour to achieve the objectives set out in the Code.

In accordance with the Memorandum and Articles of Association, Board members are usually appointed for a three-year term.

The Board met seven times in 2010. At its last meeting, it reviewed its work during the past year. The attendance rate was 94% in 2010, compared with 95% in 2009 and 92% in 2008.

The Board is assisted by three specialist Committees. The Board and its Committees each have their own sets of rules and regula-tions, which define inter alia the frequency of meetings, their main purpose, and the information to be presented at such meetings. The rules and regulations are reviewed by the Board from time to time, to ensure they remain compliant with industry practices and recommendations.

The Board’s Internal Regulations also contain rules on attendance, confidentiality and management of conflicts of interest, together with rules on Directors’ ownership of and trading in the Company’s shares and other securities. Lastly, they list the decisions and com-mitments that require prior approval by the Board.

General Management

On 7 December 2007, the Board decided that the functions of Chairman and Managing Director would be entrusted to one single person. No specific limitations have been placed on the powers of the Chairman and Managing Director. In May 2008 the position of Deputy Managing Director was created to assist him. In preparation for the departure of Jean-François Roverato, the Board appointed a Deputy Chief Executive Officer on 8 December 2010, who took up office on 5 January 2011. The Board has also decided to separate the functions of Chairman and Managing Director/CEO with effect from 1 July 2011, on which date the current Deputy Chief Executive Officer will become the Chief Executive Officer.

Board Committees

On 17 December 1997, the Board of Directors set up two specialist committees to prepare the resolutions put to the Board, express opinions and make recommendations. No Group executives sit on either of the committees.

The Appointments and Compensation Committee, which used to be called the Compensation Committee, makes proposals concerning the appointment of, and fixed and variable remuneration to be paid to, the Chairman of the Board of Directors, the Managing Director/CEO and the Deputy Managing Director/CEO(s), if any.

Lists detailing plans to allot share purchase or subscription options and to award bonus shares are submitted to this Committee before being presented to the Board of Directors.

The Committee vets applicants and makes proposals to the Board of Directors regarding the re-appointment or appointment of Board members, in particular concerning the choice of independent Directors.

New Committee members were appointed in February 2011, and the Committee is now composed of four Directors. The Chairman and one other member are independent Directors.

The Committee met twice in 2010, with a 100% attendance rate. At these meetings it reviewed remuneration and the independence of Directors in light of the criteria laid down in the AFEP-Medef Code on corporate governance. On the Board’s request, the Appointments


4 PRINCIPLES OF INTERNAL CONTROLEiffage has a Chairman and Managing Director, whose powers are defined by French laws and regulations, the Company’s Memo-randum and Articles of Association and the Board’s Internal Regulations.

In May 2008, a Deputy Managing Director was appointed, to whom the Chairman and Managing Director delegated responsibility for the Construction and Energy Divisions, the IT Department, and the coordination of Group IT projects. On 16 March 2009, he was appointed Chairman of Forclum, and since 6 January 2010 he also supervises the metal construction business.

The Board appointed a Deputy Chief Executive Officer on 8 December 2010, who took up office on 5 January 2011.

The Group’s operations are organised into Divisions, which are coherent sub-groups within the business lines. For contracting acti-vities, each Division is controlled by a company that is wholly-owned by Eiffage. Public service concession companies are owned directly by Eiffage or through holding companies. The percentage of the capital owned by Eiffage varies. Group Internal Control procedures cover all the companies consolidated under the full method as well as all permanent or temporary joint ventures, whether consolidated or not.

Group Internal Control is based on the principles set out in the report issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and complies with the framework guidelines published by the AMF.

This reference framework has been distributed to all general secre-taries and all Divisional internal controllers.

4.1. INTERNAL CONTROL OBJECTIVES

Internal control is a process effected by the Group, defined and implemented under its responsibility. Its objectives are:

a) Compliance with applicable laws and regulations

These are the laws and regulations that apply to the Company. The cur-

rently applicable laws and regulations define standards of conduct that

the Company includes in its compliance objectives.

In view of the large number of areas involved (corporate law, business

law, environment, employment, etc.) the company’s organisational

structure must enable it to:

■ establish which rules apply to it

■ receive timely information on changes to the rules (legal watch)

■ transpose these rules into its internal procedures

■ dispense information and training to staff, as applicable.

b) Application of directives and policies defined by General Management

Directives and policies issued by General Management enable staff to

understand what is expected of them and to determine their scope of

action.

Directives and policies are disclosed to relevant staff members on the

basis of their specific objectives and responsibilities, to provide gui-

dance on how to perform their assigned tasks. Directives and policies

are developed on the basis of the company’s general objectives and the

risks to which it is exposed.

and Compensation Committee also organised the selection process for candidates to succeed the current Chairman and Managing Director. The Committee interviewed the candidates and presented its recommendations to the Board of Directors on 8 December 2010.

Prior to their submission to the Board of Directors, the Audit

Committee examines the company and consolidated financial sta-tements, the internal procedures for compiling and checking accounting information, and the terms and conditions of any assign-ments carried out by external auditors. To this end, it meets with the Statutory Auditors independently of management at least once a year.

It oversees the procedure for selecting and re-appointing Statu-tory Auditors, and makes recommendations regarding their appointment.

It has specific responsibility for monitoring the internal control and risk management systems, and periodically reviews the Group’s audit and internal control policies as well as validating the related plans and resources made available. Twice a year it examines the work and findings of the Internal Audit Department as well as the application of their recommendations per the summary table main-tained to this effect. At the last meeting the Committee carried out an assessment of its work.

The Committee is composed of four Directors; the Chairman and one other member are independent Directors.

The Audit Committee met five times in 2010, with an attendance rate of 100%. The main purpose of the meetings was to look at the accounting methods, internal control, and the annual and interim financial statements to be presented to the Board of Directors. The Statutory Auditors and representatives of the Group’s financial, accounting and audit departments also took part in these meetings.

On 8 September 2004, the Board of Directors set up a Strategy Committee.

The Strategy Committee has responsibility for examining projects involving major acquisitions, investments and divestments. This Committee is also consulted about major restructuring measures within the Group. Finally, it examines the management accounts prepared periodically by the Group as well as budgets and forecasts. This Committee is composed of four members, one of whom is an independent Director.

It met seven times in 2010, and the attendance rate was 96%.

3 REMUNERATION PAID IN RESPECT OF 2010The General Meeting did not modify in 2010 the amount of the Board fees voted in 2006, which therefore remains unchanged at €500,000.

The principles and rules governing the calculation and terms of remuneration paid to corporate officers, the remuneration paid to the Chairman and Managing Director, the Company’s only executive corporate officer, and the Board fees paid to the members of the Board of Directors in respect of 2010 are detailed on pages 144 and 145 of the reference document filed with the AMF, of which this report forms a part. The Chairman and Managing Director was not granted any bonus shares or share purchase or subscription options in 2010, nor does he benefit from a supplementary pension plan.

The Board has unreservedly accepted the recommendations issued by AFEP and MEDEF in October 2008 and issued a press release to this effect on 10 December 2008.

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Over 90% of the Group’s contracting business consists of small, short-term projects (or contracts). The internal control function is organised on the basis of the allocation of roles and responsibilities between four management levels:

■ The project (or contract), which is the basic unit. The project manager has full responsibility for it and is personally accountable for the accuracy of his accounts.

■ The company managers (the heads of subsidiaries and entities), whose powers are defined by delegations of authority granted by their superiors. The company manager is responsible for commer-cial activities and contract decisions, and sets the profit margins when tendering for contracts.

■ The regional manager, who supervises the subsidiaries and/or entities in his area and coordinates their activities. He is responsible for ensuring optimum use of human and material resources and for fostering exchanges and the free circulation of information (verti-cally and horizontally). His role is to guide and oversee.

■ Each Division’s General Management, which has responsibility for:– cash management– monitoring of compliance with accounting and management rules and principles– career management for management level employees– determining investments in real property, equipment as well as mergers and acquisitions.

Within the organisational structure there are also Divisional Internal Controllers, who are responsible for:■ defining internal control priorities on the basis of risk assess-ments carried out by the Division■ assisting operational managers ■ appraising the implementation of action plans following internal audits.

Divisional Internal Controllers work in coordination with local cor-respondents. A consolidated quarterly report on their work is pre-sented to the Internal Audit department.

Since December 2008, operational responsibility for European sub-sidiaries outside France has been held by the Divisions to which these subsidiaries are attached, the goal being to strengthen links in terms of technical expertise and commercial synergies, and to create development capacity for new projects.

Administrative, accounting, financial, internal control and manage-ment functions for these subsidiaries are placed under the res-ponsibility of the General Secretariat Europe, which in turn reports to the General Delegation for Risks and Controls. This chain of authority reinforces its hierarchical powers with regard to the entire administrative function.

Internal control within APRR and AREA is organised at several diffe-rent operational levels. In addition to controls by General Manage-ment and the relevant governing bodies, internal control has been entrusted to the functional departments, within the framework of delegations of authority. Operating departments also function on the basis of delegations of authority granted by direct superiors. The basic operating unit is the ‘district’, which ensures, for the portion of motorway it covers, the operation, upkeep and security of the network. These tasks are performed under the responsibility of the Regional Department to which the district is attached.

c) Proper functioning of the company’s internal processes, particularly those contributing to the safeguarding of its assets

All operational, industrial, business and financial processes are concerned.

The proper functioning of processes entails the introduction of stan-dards or principles and of indicators to facilitate monitoring.

“Assets” means both “tangible assets” and “intangible assets” such as know-how, image or reputation. Assets may be lost as a result of theft, fraud, low productivity, errors, poor management decisions or inadequate internal controls. Eiffage assigns particular care and attention to the processes safeguarding its assets.

This is also true with regard to processes contributing to the prepa-ration and processing of accounting and financial information. These processes encompass the direct production of financial sta-tements and the transformation of business transactions into accounting entries.

d) Reliability of financial reporting

The reliability of financial reporting can only be guaranteed if internal

control procedures are put in place to ensure the company’s business

transactions are correctly recorded.

A high quality internal control system is achieved through:

■ the separation of tasks, so that registration and recording tasks, ope-

rational tasks and filing and storage tasks can be clearly differentiated

■ a description of functions that identifies the origin of the information

produced and their recipients

■ an internal control system for accounting functions that ensures that

transactions are carried out in compliance with general and specific

instructions and are entered in the accounts in such a way as to produce

financial information that complies with generally accepted accounting

principles,

The system more generally contributes to a high level of control over

activities, the efficiency of operations and efficient use of resources.

By preventing and minimising the risks that the Group will not achieve its objectives, the internal control system plays a key role in the management and steering of its activities.

Limitations of internal control

As with any control system, internal control cannot guarantee that the company will always achieve its objectives, but it does provide a reasonable assurance that this will be the case.

4.2 ORGANISATION

OF THE INTERNAL CONTROL FUNCTION

The organisational structure put in place to achieve the internal control objectives is based on the accountability of each employee, rules on conduct and integrity, and multi-tiered controls.

The decentralisation of responsibilities within the Group is achieved through a network of moderately-sized subsidiaries and entities, which facilitates monitoring and minimises risk.


5.4. INTERNAL AUDIT DEPARTMENT

The Internal Audit department’s role is to regularly assess the risk management and internal control system.

It verifies that directives issued by General Management are pro-perly implemented.

To do this, it organises internal audits following which it recom-mends improvements and corrective action. The recommendations are then transposed into detailed action plans, with quarterly pro-gress reviews.

General Management attends all Audit Committee meetings at which Internal Audit reports on its work, in the form of a review and analysis of its findings.

Internal Audit works according to an annual audit plan approved by General Management and presented to the Audit Committee.

The Head of Internal Audit may liaise with the Chairman of the Audit Committee whenever necessary.

In 2010, APPR’s Internal Audit department was merged into Eif-fage’s Internal Audit department. In all, 22 audits were conducted in 2010.

In 2010, the Internal Audit department once again obtained certifi-cation from IFACI Certification, a member of the International Audit Authority (IAA).

5.5. GROUP EMPLOYEES

Each employee is accountable for his actions.

This principle can be found in the Eiffage Charter of Values and Objectives (la Charte des valeurs et finalités), a code of conduct distri-buted at all levels of the company. It was updated in 2008, and sent to each employee’s home address in 2009.

The charter’s objectives – respect for clients, employees, sharehol-ders, partners, suppliers and subcontractors and other stakehol-ders, including public authorities, and commitment to human progress – as well as its values – responsibility, trust, transparency, lucidity, determination and resilience – underpin the internal control system that has been put into place.

First level controls are exercised by direct superiors over the activity of the employees within their line of management, with the assis-tance of the internal controllers.

6 FORMALISATION OF INTERNAL CONTROL PROCEDURESThe duties of the Divisions’ central departments include, inter alia:■ Preparing, distributing and explaining to correspondents in the regions and subsidiaries (or entities) all instructions and recommen-dations concerning changes in laws and regulations or in the Group’s or Divisions’ internal rules.■ Providing and updating guidelines and other manuals for opera-tions managers and sales staff.■ Organising regular meetings with correspondents in the regions and subsidiaries (or entities) to discuss problems in interpreting or applying instructions, and ensuring that messages have been pro-perly understood and instructions are complied with.

5 RESPONSIBILITY FOR INTERNAL CONTROLAs stated above, risk management and internal control is everybo-dy’s business. Accordingly, all governing and management bodies have a role to play.

5.1. GENERAL MANAGEMENT

Group General Management is responsible for strategy, in other words, for determining major financial investments. It also manages the careers of senior executives and coordinates the labour policy of all Divisions.

It has authority for:■ finance■ relations with the financial community and shareholders■ accounting, tax and management methods and principles.

More specifically with regard to internal control, it is involved in all the validation stages, and attends all meetings organised by Internal Audit to report findings.

The central support functions at the head office are staffed by experts whose task is to assist the company managers and the regional managers, who may consult these functions irrespective of the lines of authority.

General Management ensures the Board of Directors and the Audit Committee receive all necessary information in a timely manner.

5.2. BOARD OF DIRECTORS

As required by Article 1 225-100 of the French Code of Commerce, the Board of Directors reports on risks in its directors’ report, des-cribing the risk management policy and how the main risk factors are handled.

Accordingly, the Board of Directors will check with General Manage-ment that the internal control system is capable of ensuring that the financial information published by the Group is reliable and gives a true and fair view of the Group’s results and financial situation.

5.3. AUDIT COMMITTEE

The Audit Committee is responsible for monitoring:

■ the process for preparing financial information

■ the effectiveness of the internal control and risk management systems

■ statutory auditing of the annual financial statements and of the consolidated financial statements, if applicable

■ the independence of the statutory auditors.

The Audit Committee may request any additional information or explanations at any time, to supplement the regular information updates it receives.

It ensures that action is taken to correct any weak points identified in the risk management and internal control system.

It reports to the Board of Directors on its work and the recommen-dations it wishes to make to Group management.

It liaises with the Internal Audit department in accordance with AMF and IFACI standards. The internal audit charter was modified to reflect this requirement in 2010.

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c) Management must be consistent with the accounts

The accounts must be the sole guideline for management. There-fore, the only figures that count ultimately are those recorded in the accounts.

It is the operators’ responsibility to determine the income that represents fairly the percentage of the contract that has been com-pleted. It is therefore the concept of revenues earned or the right to bill amounts that predominates over the actual amounts billed, the timing and basis of which may be different.

Information must travel up from the lowest unit (the project or contract) to the Group holding company without any adjustments or additions, so that accounts are consistent at all levels, and the person who originally provided the data remains fully accountable for it.

While essential information must be passed up through all levels of the organisation, other information can be sent to a particular person or department directly. Information must be allowed to cir-culate freely.

Each manager must be kept informed of his colleagues’ performance.

Certain principles, which are easy to apply, ensure information is consistent:

■ Principle of comprehensiveness:– all projects and contracts must be included– all the cost centres must be distinguished– all the subsidiaries and all entities must be included in the sum-mary documents of the relevant Division– no account, structure or entity must be left out.

■ Principle of consistency:– neither the methods nor the scope can be modified except as decided and instructed at Group level– past records must not be altered: they are useful for understan-ding a situation and drawing lessons– all figures are reported on a cumulative basis.

■ Principle of uniformity:– a common language used throughout– standard document formats.

d) APRR and AREA are special cases

APRR and AREA adapted their reporting system early in 2006 so as to conform to the Eiffage Group’s management rules. Their mana-gement charts comprise a series of monthly operating and financial indicators relating in particular to traffic, revenue, productivity and operating ratios, general overheads, capital expenditure, cash, workforce and the calculation of aggregate monthly EBITDA.

The Chief Operating Officer and Chief Financial Officer of APRR and AREA ensure at the time of the initial and various quarterly revised budgets that decisions taken are consistent with the management contract and operating and financial objectives.

The internal control and risk management procedures can be broken down into seven main areas:1. Management rules2. Ex-ante system of checks 3. Warning systems4. Eiffage code of good practice5. Fraud prevention6. Preventive audits7. Information systems

The objective of the procedures is to ensure:■ compliance with applicable laws and regulations■ application of directives and orientations defined by the company’s General Management■ proper functioning of the company’s internal processes, particularly those contributing to the safeguarding of its assets■ reliability of financial reporting.

6.1. MANAGEMENT RULES

Management rules applied by Eiffage are based on four general principles:a. forecasts and performance reports must come from the fieldb. the quality of forecasting is essentialc. management must be consistent with the accountsd. APPR and AREA are special cases.

a) Forecasts and performance reports must come from the field

The monthly operating accounts and the quarterly forecasts are the core management tools.

The operating accounts are generated directly by the accounting software. Expenses are input by the accounts departments, while each project or contract manager is responsible for inputting revenue items and accrued expenses.

Each employee is responsible for the figures he provides.

The same applies to the quarterly forecasts, which are, by analogy, estimates of the operating accounts at the end of the project or the accounting period.

b) The quality of forecasting is essential

A forecast is prepared for each project (or contract):■ before its launch or at the launch date■ at each quarterly review.

The purpose of forecasts is to estimate as accurately as possible, for each project (or contract), the income and overall result:■ for the next three months■ at the end of the current financial year■ at the end of the project (or contract).

An annual budget is set for each support function, service provider and cost centre. This is reviewed quarterly.

All forecasts are structured in the same way as the operating accounts so as to identify any variances.

Any potential variances between forecasts and actual figures are analysed, and taken into consideration when the next forecast is prepared.


The Contract Award Commissions are responsible for defining the internal regulations for negotiating and performing contracts as well as for issuing opinions on the allocation of works contracts and agreements to supply goods or services that exceed the thresholds described above.

Each year the Contract Award Commissions prepare a report on their activities during the previous year. In 2010, the APRR and AREA Contract Award Commissions examined 21 requests for proposals.

France has set up a national commission (Commission Nationale des

Marchés des Sociétés Concessionnaires d’Autoroutes et d’Ouvrages

d’Art) tasked with ensuring compliance with public procurement procedures.

Insurance

The Group has adopted a policy of insurance cover that takes into account the size and development of the business lines in order to increase the level of cover per claim.

Specific regulations and insurance obligations apply within the construction industry; these are monitored by each Division’s legal department. The Group’s Insurance manager ensures overall consistency throughout the Group, notably as regards the policy on deductibles (the Group systematically attempts to reduce premiums by agreeing to cover small losses itself) and the determination of appropriate third party liability coverage. The Group has arranged successive guarantees to ensure maximum cover of very large claims.

6.3. WARNING SYSTEMS

Whistle blowing

The whistle blowing system was put in place by the Board of Direc-tors in April 2009 and authorised by the CNIL (French data protec-tion authority) on 23 July 2009.

The system enables Eiffage Group employees to report compliance and ethics-related problems (unfair competition, corruption or abuse of trust) on a confidential basis.

Management chart

In addition to any warning systems that may be introduced at Group entities to meet specific requirements, the main monitoring and warning tool used in the Group is the management chart.

Its primary function is to summarise key information needed for monitoring and steering the Group’s various entities.Its secondary function is to identify individual elements that merit further examination, by selecting and highlighting various indicators.

The management chart centralises information received on pro-jects (or contracts) at successive organisational levels:■ Entity (or Subsidiary)■ Region■ Division■ Group

using a standard layout common to all the Divisions. The standard layout was updated in February 2010 and distributed throughout the Group via a document entitled Management Control & Reporting (Contrôle de Gestion & Reporting).

6.2. EX-ANTE SYSTEM OF CHECKS

Delegations of authority

These define the nature and scope of delegated powers and duties, in accordance with the function occupied by the party to whom authority is delegated.

The head of each Division’s parent company will delegate to his regional managers, subsidiary managers and entity managers broad powers to represent the company, negotiate contracts within certain limits, manage non-executive employees, and deal with health and safety issues.

The Regional Manager will in turn sub-delegate more limited powers to subsidiary or entity managers regarding safety and hygiene.

Banking powers and rules relating to cash management

Powers to operate bank accounts are codified, with persons autho-rised to operate an account being required systematically to act under a joint signature.

A strict procedure must be followed when opening bank accounts.

Detailed instructions set out the rules for cash management, the provision of surety and other guarantees, the arrangement of finan-cing and security measures.

Procedures relating to investments

Investment decisions are taken at the level of each Division’s General Management. Prior authorisation from Group General Management is required systematically for financial investments (acquisitions). This also applies for new concessions. When financial investments or new concessions are planned that exceed the €30 million ceiling set in the Board’s Internal Regulations, the pro-jects must be discussed by the Strategy Committee and then referred to the Board. The same procedures apply in the case of divestments exceeding this threshold.

With regard to property, plant and equipment, the size and type of investment will dictate whether it is managed directly by the subsi-diaries and regions or at Division level.

Budget forecasts are prepared for capital expenditure (of any kind) by the Divisions’ central procurement departments.

Controlling APRR and AREA works contracts

Pursuant to the riders to APRR’s and AREA’s concession agree-ments drawn up at the time of the privatisation, any works contracts with a value of more than €2 million excluding tax or contracts for the supply of goods and services with a value of more than €240,000 excluding tax assumed by the Group continue to be governed by Decree 2005-1742 of 30 December 2005 establishing the rules applicable to contracts granted by the adjudicating powers referred to in Article 3 of Ordinance 2005-649 of 6 June 2005 relating to contracts granted by certain public or private entities not governed by the French public contracts code (Code des Marchés Publics). Under these regulations, such contracts must be publicised and offered for tender at European level.

APRR and AREA each have a Contract Award Commission that func-tions in accordance with Article 6 of the specifications appended to their respective service concession agreements.

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Debt collection

The programme for the securitisation of trade receivables concerns almost all the French contracting subsidiaries. This form of finan-cing has resulted in more formally documented procedures for monitoring trade receivables.

A management chart summarising securitisation transactions is prepared monthly for each Division by the Group’s Cash Manage-ment department.

6.4. EIFFAGE CODE OF GOOD PRACTICE

The “Eiffage Code of Good Practice” was updated in 2010. Several work groups were formed and coordinated by Internal Audit. The work groups, composed of operational managers from each Division, administrative and financial managers and “risk holders”, produced a document classifying the main risks associated with their activities in accordance with three criteria:■ type of risk■ risk frequency■ level of seriousness

The Code serves as guidelines for all managers. It identifies the main points that need to be checked in order to assess the materia-lity and probability of risks relating to the following:■ assumption of risky projects■ selectivity of projects■ reliability of clients■ contractual commitments■ contractual follow-up■ debt collection■ accuracy of budgets■ cost overruns■ prevention of disputes and litigation.

It defines the main checks and controls. It is designed to increase individual accountability and encourage managers at all levels to remain constantly vigilant.

6.5. FRAUD PREVENTION

Fraud-related issues are discussed at Audit Committee meetings and passed on to the Board of Directors if necessary.

Management staff attended dedicated training sessions organised by a law firm entitled “The Eiffage Charter of Values and Competi-tion Law”, as part of the Eiffage “Ethics Day” event. In all, 950 staff members took part in this event, over a total period of 40 days.

2010 was marked by a new initiative, with the launch in September of a new training module entitled “Ethical sales and marketing” in the Eiffage regional training centres (CREF). This module is specifi-cally designed for managers and supervisors. Attendance is man-datory, and approximately 400 staff members have already completed the module. The aim is to increase awareness of the practical implementation of ethical principles.

Specific recommendations relating to the application of bank reconciliation procedures and the use of payment instruments are communicated at regular intervals to all of the Group’s operating entities. A reminder of these recommendations is provided syste-matically during each audit.

Secure electronic payment systems have been rolled out at all Group entities with the aim of limiting the use of cheques and the-reby minimising the possibility of fraud.

It contains past performance indicators (activity, results), trend indi-cators (order book, cash, number of employees, etc.) and future performance indicators (budget, forecasts).

Certain other indicators specific to the various business lines are included in the management chart.

These indicators are monitored on a monthly – or for future perfor-mance indicators – quarterly basis.

Priority is given to prompt communication of documents and quick response times. A mandatory timetable for the distribution of the management chart is prepared at the beginning of each year. Each month, members of the Board of Directors are provided with a sum-mary of the management chart at the level of the Group, together with the Group’s cash position.

A Management Control Committee was set up early in 2010, and meets once a month, under the supervision of the Group Manage-ment Control department. All Divisional management controllers attend committee meetings. The Committee’s achievements in 2010 included:■ finalising definitions of performance, trend and future perfor-mance indicators■ defining the nature and component elements of Overheads, and introducing a framework for analysing this type of cost■ introducing a number of action plans to reduce Overheads■ clarifying and improving budgetary procedures.

The property development business is very closely monitored because of the very specific types of risk involved.

A Commitments Committee, which operates at the General Mana-gement level of Eiffage and the Eiffage Construction Division, reviews and makes decisions on each stage of the launch and deve-lopment of a property project.

Four times a year the Commitments Committee conducts a detailed review of all aspects (administrative, commercial, technical and financial) of the Group’s property development projects in all regions.

A management chart is prepared each quarter to monitor opera-tions, project by project.

A similar authorisation procedure is applied to commitments in res-pect of service concessions and public private partnerships. For each project, an ad-hoc committee consisting currently of Eiffage’s Chairman and Managing Director, Deputy CEO and Chief Financial Officer along with the heads of the Divisions concerned by the pro-ject, assesses the associated level of risk and approves the related tenders.

Seven such meetings were held in 2010 to consider service conces-sions or public private partnerships, as compared to three in 2009.

Cash management

In the Eiffage Group’s business lines, the company cash position is a key indicator of financial health. Accordingly, this is analysed at least once a month based on the various consolidated cash statements prepared at each level of the organisation. APRR cash positions are monitored through monthly reports and budgets prepared by the various APRR and AREA entities and at the consolidated level as well as using specific reports during budget reviews and at the accounting cut-off date.


Within APRR and AREA the IT department supplies and maintains the necessary tools.

The architecture of the toll and traffic systems is highly decentra-lised so as to avoid any risk of operating disruptions in the event of a problem. The toll gates and plazas are independent of each other, and the channelling of information from the toll gates is staggered so as to limit the knock-on effect of a malfunction at a given point in the information system.

A Business Continuity Plan (BCP) was developed in 2010.

7 RISK MANAGEMENTThe Group’s risk management system is the responsibility of the General Delegation for Risks and Controls, which is under the direct supervision of the Chairman and Managing Director and reports to the Audit Committee. It is responsible for the supervision and coor-dination of:■ the Internal Audit department■ the management control function■ the General Secretariat Europe■ the updating of risk mapping■ the assessment and steering of internal control tasks performed by the Divisions, in accordance with the principles defined by the Group.

General Management is responsible for the quality of the internal control and risk management systems. The purpose of its conti-nuous oversight of the internal control and risk management sys-tems is to preserve their integrity and to improve them, in particular by adapting them in light of organisational and environmental changes. It arranges for action to be taken to correct problems that have been identified and to ensure that risks remain within the pres-cribed limits. It oversees implementation of such action within the Divisions.

The Sustainable Development department, which since 2006 has reported directly to the Chairman and Managing Director, has recently reviewed the mapping of non-financial risks, notably envi-ronmental risks, at the Group level. It asked each Division to draw up a list of these risks and to ensure compliance as and when regula-tions changed.

The Sustainable Development department provides “applied sustai-nable development” training in the form of a nine-lesson module offered by the Eiffage regional training centres (CREF).

A description of the risks to which the Group is exposed can be found in the “Risk Factors” chapter of the reference document.

7.1. RISK MAPPING

In 2010, the Group updated its risk mapping, with a view to:■ validating the relevance of identified risks■ identifying new risks■ characterising the risks

This project involved questioning a sample of 174 employees from all the business lines and functions.

Workshops were organised according to type of risk, with the task of:■ ranking risks■ assessing the current level of control.

The functional link within the Group’s financial and control units has been strengthened to facilitate warnings as regards possible cases of fraud. Regular meetings are held by the administrative and finan-cial managers at Division level under the responsibility of the general secretaries. The Divisions’ general secretaries in turn meet twice a year under the coordination of the Group’s Finance Director. These meetings are aimed notably at raising awareness of fraud prevention, and have resulted notably in broader internal disclosure of proven cases of fraud and dissemination of ways of preventing their recurrence.

6.6. PREVENTIVE AUDITS OF ENTITIES

OR PROCEDURES

Specific audits are organised by the Divisions’ General Management (General Secretariat) or the Group Internal Audit department.

On these occasions, the Internal Audit department assesses the measures implemented to ensure:■ security of assets■ quality of information■ compliance with directives■ optimum use of resources at the audited entities.

It makes recommendations with a view to improving procedures, ensures these recommendations are acted upon and, lastly, controls and assesses their consequences.

The findings of the Statutory Auditors’ reports are examined by each Division’s General Management (General Secretariat) and the Internal Audit department.

6.7. INFORMATION SYSTEMS

All information systems are steered by a central IT department that pools the Group’s resources in this area. This has made it possible to increase the resources devoted to the reliability and security of networks and data. The function of IT security manager was created in 2008. This function has Group-wide responsibility.

The General Delegation for Risks and Controls ensures that the logical structure of the network meets minimum accepted stan-dards with regard to access and corresponds to internal organisa-tional needs.

User access controls are used to implement the principle of separa-tion of incompatible functions, which is an underlying internal control principal. Controls encompass both the data itself and the processing of data. Much thought has been given to this topic, to avoid:■ over-generous access rights, which would generate risks■ over-restrictive limits on access to information, which would have a detrimental effect.

Each Division has its own management tools that are adapted to its activities and take into account their specificities. The use of these tools is extended to new entities as and when acquisitions are com-pleted to ensure the proper control and consistency of data.

The Operis project to overhaul general and management accoun-ting, sales management, inventories and purchasing, sub-contrac-ting, reporting, forecasts and order book modules will be deployed in 2011, with an initial six-month pilot phase to be followed by the general launch in September.

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The questionnaires are structured in the form of a database acces-sible to all managers in such a way as to permit comparisons between managers and to provide all hierarchical levels, right up to the Group’s General Management, with an overview of internal control procedures actually being implemented within the Group.

The 2010 self-assessment process was launched in November at all group entities in France and in the rest of Europe. The participation rate was 96% for the Group taken as a whole.

The annual review of the questionnaires, in coordination with the Divisions’ functional and operational departments, resulted in the questionnaires being adapted to factor in risks identified in connec-tion with new external and internal regulations as well as changes in the Group’s various business lines and organisations.

The 2010 self-assessment consisted of 428 questions covering the main identified risks. It took the form of seven questionnaires cove-ring seven processes, 102 sub-processes, a specific questionnaire relating to property development activities, and another for Eiffage Public Works - Industry.

The analysis of the 2010 self-assessment campaign revealed a com-pliance rate for all the processes combined of 87%, reflecting the responsibility assumed by operating staff with regard to the risks generated by their activity.

8 CONCLUSIONThe gradual move to a greater formalisation of procedures, which is consistent with changes in the legal and regulatory framework, is being implemented by Eiffage’s General Management in such a way as to preserve the flexibility, responsiveness and sense of responsi-bility and entrepreneurship that it considers essential to the Group’s strength and success.

The actions implemented in 2010 - efforts to heighten awareness of risk at all management levels, comprehensive updating of risk mapping and the manual of best practices, and the integration of APRR audit assignments within the Eiffage Internal Audit depart-ment – all form part of the Group’s ongoing efforts to improve risk assessment and risk management.

Each Division’s General Management was closely involved in the process and then validated the work and identified teams res-ponsible for the action to be taken in connection with major risks. Crisis management is one example of the action plans drawn up.

Risk mapping enables Internal Audit to draw up an assignment-based audit programme that focuses closely on identified risks, while the work of the Internal Audit department in turn enhances risk mapping.

The mapping of risks within all Group Divisions, including APRR, results in consolidated and standardised information on risks, expressed in a common language.

7.2. INTERNAL CONTROL SELF-ASSESSMENT

The inventorying of existing internal control procedures and the identification of the main risks common to all of the Group’s Divisions led to the design of an initial grid formalising the Group’s internal control procedures. This grid was approved by the Group’s General Management before being communicated to the various hierarchical levels concerned at the periodical meetings bringing together the Divisions’ Regional Directors and at the annual meetings of subsi-diary managers.

This grid features 90 internal control check points classified accor-ding to the nature of the process, specifies their frequency, and iden-tifies the hierarchical level concerned (project, Subsidiary, Region, Division, Group).

The principles and rules of professional conduct are communicated at regular intervals to the main executives to remind them of the professional practices and ethical standards demanded by the Group. This is timed to coincide with the work carried out by these executives to formalise internal control procedures for the areas they manage.

Based on the inventory of existing procedures, the mapping of risks and the internal control grid, the Group embarked on a process of self-assessment for its contracting activity using detailed question-naires common to all Divisions, with the objective of covering all identified risks and all internal control procedures implemented to manage these risks. These questionnaires – which are updated regularly by the Internal Audit Department – are broken down by process, sub-process and risk factor and allocated to the various hie-rarchical levels concerned by these risk factors (site, Subsidiary, Region, Division, Group) so as to determine as precisely as possible how internal control procedures within the Group are being applied in practice.



As the Statutory Auditors of EIFFAGE SA and as required by Article L.225-235 of the French Commercial Code, we present to you our report on the report prepared by the Chairman of the Company for the year ended 31 December 2010 in accordance with the provisions of Article L.225-37 of the French Commercial Code.

The Chairman is required to prepare and submit for approval by the Board of Directors a report describing the internal control and risk management procedures implemented by the Company and providing the other information required by Article L.225-37 of the French Commercial Code relating notably to the system of corporate governance.

It is our duty to:■ inform you of any observations we may have on the information contained in the Chairman’s report on internal control and risk management procedures relating to the preparation and processing of accounting and financial information; and■ attest that the report contains the other information required by Article L.225-37 of the French Commercial Code, bearing in mind that we are not required to verify the truth and fairness of this other information.

We performed our work in accordance with auditing standards applicable in France.

INFORMATION CONCERNING THE INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES RELATING

TO THE PREPARATION AND PROCESSING OF ACCOUNTING AND FINANCIAL INFORMATION

Auditing standards require that we perform such procedures as will establish the truth and fairness of the information given in the Chairman’s Report on internal control and risk management procedures relating to the preparation and processing of accounting and financial information. These procedures consist notably in:■ reviewing the internal control and risk management procedures relating to the preparation and processing of accounting and financial information underpinning the information disclosed in the Chairman’s Report, and the existing documentation;■ reviewing the work undertaken to draw up this information and the existing documentation;■ determining if any major deficiencies in the internal control procedures relating to the preparation and processing of accounting and financial information identified as part of our audit were properly disclosed in the Chairman’s Report.

On the basis of this work, we have no observation to make concerning the information provided relating to the internal control and risk management procedures applied by the Company for the preparation and processing of accounting and financial information as contained in the report prepared by the Chairman of the Board of Directors, in compliance with the requirements of Article L.225-37 of the French Commercial Code.

OTHER INFORMATION

We certify that the Chairman’s Report contains all the other information required by Article L.225-37 of the French Commercial Code.




Department of KPMG SA


Statutory Auditors’ Reportprepared pursuant to Article L.225-235 of the French Commercial Code, on the report by the Chairman of the Board of Directors of EIFFAGE SA

Year ended 31 December 2010

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ORDINARY RESOLUTIONS

FIRST RESOLUTION(Approval of the company financial statements)

The General Meeting, voting in accordance with the quorum and majority conditions applying to ordinary general meetings, having heard the report by the Board of Directors on the Company’s activi-ties in the 2010 financial year and the Statutory Auditors’ Report on the financial statements for the year, approves the 2010 financial statements as presented to it, showing a net profit of €210 million, and the transactions reflected in such financial statements or sum-marised in such reports.

SECOND RESOLUTION(Approval of the consolidated financial statements)

The General Meeting, voting in accordance with the quorum and majority conditions applying to ordinary general meetings, having heard the report by the Board of Directors on the Group’s activities in 2010 and the Statutory Auditors’ Report on the consolidated financial statements for the year, approves the 2010 consolidated financial statements as presented to it, showing a net profit (Group share) of €232 million, and the transactions reflected in such finan-cial statements or summarised in such reports.

Accordingly, the General Meeting gives the members of the Board of Directors final discharge for their management over the 2010 finan-cial year.

THIRD RESOLUTION(Allocation of net profit)

The General Meeting, voting in accordance with the quorum and majority conditions applying to ordinary general meetings, having heard the report by the Board of Directors and the Statutory Audi-tors’ Report on the financial statements for the year, records that the net profit available for distribution for the year amounts to €210,284,530.42, and approves the allocation of net profit proposed by the Board of Directors.

It accordingly resolves as follows:

The net profit available

for distribution for the year € 210,284,530.42

Increased by the amount brought

forward from the previous year € 2,784,573,364.55

Giving a total of: € 2,994,857,894.97

Shall be allocated as follows:

- Distribution of a €1.20 dividend

to each of the 90,000,000 shares: € 108,000,000.00

- Carry forward to the next year € 2,886,857,894.97

TOTAL € 2,994,857,894.97

Accordingly, the total net dividend is set at €1.20 per share, which will be paid on 29 April 2011. The entire dividend declared is eligible for the 40% exemption referred to in Article 158-3-2 of the General Tax Code (Code général des impôts), and for the optional flat-rate dividend tax (prélèvement forfaitaire libératoire) provided for in Article 117 quater of the General Tax Code, on the condition shareholders are entitled thereto.

If the Company holds any of its own shares in treasury on the date the dividend is to be paid, the dividends that would otherwise have been paid on these shares shall be credited to retained earnings.

As required by law, the shareholders are reminded that the fol-lowing dividends were distributed per share for the previous three years:

2007

Number of shares 93,183,342

Dividend per share € 1.20

Income eligible for the exemption

allowed under Article 158-3-2

of the General Tax Code € 111 820 010.40

Income not eligible for the exemption


of the General Tax Code –

2008

Number of shares 90 000,000




of the General Tax Code € 108 000 000.00




2009

Number of shares 90,000,000




of the General Tax Code € 108 000,000.00




FOURTH RESOLUTION

(Approval of the agreements governed by Article L. 225-38 of the French Commercial Code)

The General Meeting, voting in accordance with the quorum and majority conditions applying to ordinary general meetings, having heard the Statutory Auditors’ special report on the transactions governed by Article L. 225-38 of the French Commercial Code (Code de commerce), approves the report and the transactions referred to therein.


The shares may be purchased, sold or transferred at any time, in accordance with the applicable regulations and the aforementioned purposes, and in compliance with the rules set out in the AMF Regu-lations on market trading conditions and timing, in one or more than one transaction, on a regulated market, off the market or over-the-counter, by any means including through public offerings, the pur-chase or sale of blocks of shares, or the use of options, derivatives or transferable securities, except during any takeover bid or exchange offer made by the Company or for the Company’s shares.

This authorisation is given for eighteen months from the date of this General Meeting. It cancels and supersedes the fraction not used of the authorisation previously given under the fifth resolution of the General Meeting held on 21 April 2010.

As required by the applicable regulations, the Company shall inform the AMF of all purchases, sales and transfers made and, more generally, shall carry out all the necessary formalities and make all necessary filings.

Accordingly, the General Meeting gives full powers to the Board of Directors, which shall be able to delegate such powers in accor-dance with Article L. 225-209, paragraph 3 of the Commercial Code, to decide to make use of this authorisation and determine the asso-ciated terms and conditions, and in particular to adjust the afore-mentioned purchase price in the event of any transactions that affect the Company’s equity, share capital or the nominal value of the shares, to trade on the financial markets, make all necessary filings with the AMF, complete any and all other formalities, and generally do whatever is necessary.

The Board of Directors shall inform the General Meeting of all such transactions, in accordance with the applicable regulations.

SIXTH RESOLUTION(Ratification of a director’s appointment)

The General Meeting, voting in accordance with the quorum and majority conditions applying to ordinary general meetings, ratifies the provisional appointment by the Board of Directors of Mr Pierre Berger as Director, replacing Ms Anne Duthilleul. Mr Pierre Ber-ger’s term of office will expire at the close of the ordinary general meeting to be held in 2012 to vote on the financial statements for the financial year ended 31 December 2011.

SEVENTH RESOLUTION(Ratification and renewal of a director’s appointment)

The General Meeting, voting in accordance with the quorum and majority conditions applying to ordinary general meetings, ratifies the provisional appointment by the Board of Directors of Ms Thérèse Cornil as Director, replacing Mr Serge Michel, who resigned. The General Meeting records that the term of office as Director of Ms Thérèse Cornil expires on the date of this Meeting and renews her appointment for a term of three years, to expire at the close of the ordinary general meeting to be held in 2014 to vote on the financial statements for the financial year ended 31 December 2013.

FIFTH RESOLUTION(Authorisation given to the Board of Directors to buy Company shares)

The General Meeting, voting in accordance with the quorum and majority conditions applying to ordinary general meetings, having taken note of the report by the Board of Directors, and in accordance with Article L. 225-209 of the Commercial Code, Book II, Title IV of the General Regulations of the AMF (l’Autorité des Marchés Finan-

ciers – France’s financial services supervisory authority) and Euro-pean Commission regulation 2273/2003 of 22 December 2003, authorises the Board of Directors to buy Company shares or instruct the Company to buy them, within a limit of a number of shares representing 10% of the share capital on the date the shares are bought. It is specified, however, that the maximum number of trea-sury shares held after such purchases may not exceed 10% of the capital.

The General Meeting resolves that these shares may be purchased, sold or transferred for the following purposes, in compliance with the aforementioned laws and regulations and the market practices allowed by the AMF:

■ to implement any Company stock option purchase plan in favour of employees or corporate officers of the Company or of any com-pany or grouping affiliated to it within the framework of Article L. 225-177 et seq. of the Commercial Code, and to enter into any coverage transaction in connection with this purpose;

■ to allocate bonus shares to employees or corporate officers of the Company or of any company or grouping affiliated to it, within the framework of Article L. 225-197-1 et seq. of the Commercial Code, and to enter into any coverage transaction in connection with this purpose;

■ to allocate shares as part of any Company Savings Plan (Plan

d’Epargne d’Entreprise) in accordance with the conditions laid down by law, in particular Article L. 3332-1 et seq. of the Employment Code (Code du travail), or as part of a profit-sharing scheme, and to enter into any coverage transaction in connection with this purpose;

■ to keep the shares and subsequently deliver them as payment or in exchange, within the framework of any external growth operation, subject to the proviso that shares kept for this purpose shall not exceed 5% of the Company’s share capital;

■ to cancel the shares pursuant to an authorisation to cancel given to the Board of Directors by an Extraordinary General Meeting;

■ to provide coverage for transferable securities conferring the right to receive Company shares, within the framework of prevailing laws and regulations;

■ to maintain liquidity or boost the market for the shares through the intermediary of an independent investment services provider, within the framework of a liquidity contract and in compliance with a code of conduct recognised by the AMF;

■ or to carry out any other practice allowed or recognised subse-quently by law or the AMF, or to serve any other purpose that com-plies with the applicable regulations.

The General Meeting resolves to set the maximum price at which the Company may buy back shares at €80 per share (excluding acquisition costs). The total amount of purchases may not exceed €720 million.

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Resolves as follows:■ The nominal value of the capital increases that may be carried out immediately or in the future by virtue of the above delegation of authority shall not exceed €150 million, or the equivalent thereof in the event of issues in other currencies or units of account. If appro-priate, the nominal value of any additional shares that need to be issued to preserve the rights of holders of securities giving access to the capital, in accordance with the applicable legal and regulatory provisions and with any specific contractual clauses providing for other adjustments, shall be added to this amount.

■ The maximum aggregate nominal value of issues of securities representing claims against the Company and giving access to the capital shall not exceed €1.5 billion or the equivalent thereof in the event of issues in other currencies or units of account.

Resolves that the shareholders may exercise their preferential subscription rights for the shares to which they are entitled by way of right, under the conditions laid down by law. Moreover, the Board of Directors shall be entitled to grant shareholders the right to subscribe for additional securities, over and above the number to which they are entitled by way of right, in proportion to their subs-cription rights and, at all times, within the limit of their application.

In the event subscriptions by way of right and subscriptions for addi-tional shares or securities, if any, do not absorb the entire number of shares or securities on offer, as defined above, the Board may choose one or more of the following lines of action, in any order it considers appropriate:■ limit the issue to the amount of subscriptions received, provided this is at least equal to three-quarters of the issue originally planned, ■ allocate all or some of the unsubscribed securities as it sees fit,■ offer all or some of the unsubscribed securities to the market.

Resolves that in the event of the issue of subscription warrants for Company shares in accordance with the maximum limit specified in the fourth paragraph above, cash subscriptions may be accepted under the terms and conditions specified above or warrants may be allocated to the holders of existing shares, in bonus form.

Takes note and resolves, for all useful purposes, that the aforemen-tioned delegation of authority shall automatically entail the waiver by the shareholders, in favour of the holders of securities giving access to the Company’s capital, of their preferential subscription rights for the shares that may be obtained via these securities.

Resolves that the sum paid or owing to the Company for each of the shares issued by virtue of the aforementioned delegation of autho-rity, less the issue price of any subscription warrants that may be issued, shall be at least equal to the nominal value of the shares.

Resolves that the Board of Directors shall have full powers, with the right to sub-delegate to its Managing Director/CEO under the condi-tions laid down by law, to make use of this authorisation and, more specifically, to define the dates and characteristics of the issues, and the form and characteristics of the securities to be issued, determine the issue price and define the terms and conditions of the issues, determine the amounts to be issued, determine the date

EIGHTH RESOLUTION(Ratification and renewal of a director’s appointment)

The General Meeting, voting in accordance with the quorum and majority conditions applying to ordinary general meetings, ratifies the provisional appointment by the Board of Directors of Mr Jean-Yves Gilet as Director, replacing Mr Alain Quinet, who resigned. The General Meeting records that the term of office as Director of Mr Jean-Yves Gilet expires on the date of this Meeting and renews his appointment for a term of three years, to expire at the close of the ordinary general meeting to be held in 2014 to vote on the financial statements for the financial year ended 31 December 2013.

NINTH RESOLUTION(Renewal of a director’s appointment)

The General Meeting, voting in accordance with the quorum and majority conditions applying to ordinary general meetings and on a motion by the Board of Directors, records that the term of office as Director of Mr Jean-Louis Charles expires on the date of this Mee-ting and renews his appointment for a term of three years, to expire at the close of the ordinary general meeting to be held in 2014 to vote on the financial statements for the financial year ended 31 December 2013.

TENTH RESOLUTION(Renewal of a director’s appointment)

The General Meeting, voting in accordance with the quorum and majority conditions applying to ordinary general meetings and on a motion by the Board of Directors, records that the term of office as Director of Mr Dominique Marcel expires on the date of this Meeting and renews his appointment for a term of three years, to expire at the close of the ordinary general meeting to be held in 2014 to vote on the financial statements for the financial year ended 31 December 2013.

EXTRAORDINARY RESOLUTIONS

ELEVENTH RESOLUTION(Delegation of authority to the Board of Directors to increase the share capital by the issue of shares, transferable securities or subscription warrants, maintaining preferential subscription rights)

The General Meeting, voting in accordance with the quorum and majority conditions applying to extraordinary general meetings, having taken note of the report by the Board of Directors and the special report by the Statutory Auditors, and in application of Articles L. 225-129 et seq. and L. 228-91 et seq. of the Commercial Code:

Delegates its authority to the Board of Directors, with the right to sub-delegate under the conditions laid down by law, to decide on and carry out, in one or several transactions, in the proportions and at the times it sees fit, in France or elsewhere, in euros, a foreign currency or units of account set by reference to a number of diffe-rent currencies, the issue of Company shares or securities that immediately or subsequently give access to the Company’s capital, maintaining the shareholders’ preferential subscription rights. Shares and securities may be subscribed in cash or by the set-off of due and liquid receivables.


THIRTEENTH RESOLUTION(Delegation of authority to the Board of Directors to increase the share capital by the issue of shares and securities in order to remunerate contributions in kind)

The General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, having taken note of the report by the Board of Directors and the special report by the Statutory Auditors, and within the framework of Article L. 225-147, paragraph 6 of the Commercial Code and in accordance with Article L. 228-91 et seq. of the same Code, delegates to the Board of Directors, for twenty-six months from the date of this General Meeting, authority to issue shares and securities giving immediate and/or subsequent access to the Company’s capital, within a limit of 10% of the capital at the time of the issue, in order to remunerate contributions in kind made to the Company consis-ting of shares or securities giving immediate or subsequent access to its capital, when the provisions of Article L. 225-148 of the Com-mercial Code do not apply.

The General Meeting resolves, for all useful purposes, to cancel the preferential subscription rights of shareholders to the shares and securities to be issued giving immediate and/or subsequent access to the Company’s capital, in favour of the holders of shares or secu-rities issued to remunerate contributions in kind. It further takes note that the resolution to issue securities giving access to the Com-pany’s capital shall automatically entail the waiver by the sharehol-ders of their preferential subscription rights for the shares that may be obtained through the securities.

The total nominal amount of the capital increase(s) made as a result of issues by virtue of this delegation of authority shall be factored in when calculating the maximum nominal amount specified in the eleventh resolution above.

The General Meeting specifies that, as required by the law, if the Board of Directors makes use of this resolution it shall base any decisions on a report by one or more contributions auditors, as des-cribed in Article L. 225-147 of the Commercial Code.

The General Meeting resolves that the Board of Directors shall have full powers to act under this delegation of authority, with the right to sub-delegate under the conditions laid down by law, and, in parti-cular, to approve the valuation of the contributed assets, record completion of the contributions, charge all related costs, expenses and other charges against the premiums, increase the share capital and amend the Memorandum and Articles of Association accordingly.

from which the issued securities will have rights attached, which may be retroactive, determine the method of payment of the shares and other securities issued and the terms and conditions under which such securities will entitle their holders to Company shares and also, if need be, define the terms and conditions under which they may be bought back on the financial markets and cancelled, provide, if appropriate, for the possible suspension of the rights to receive shares attached to the securities to be issued, and deter-mine procedures to ensure, if need be, that the rights of the holders of securities subsequently giving access to the capital will be pro-tected, all of the above in compliance with all the applicable laws, regulations and contractual provisions.

Moreover, the Board of Directors or the Managing Director/CEO may, if need be, charge any amounts against the issue premium(s), including costs, taxes and fees incurred to carry out the issues, and may more generally take any necessary action and enter into any arrangements to complete the planned issues, record the capital increase(s) resulting from any issue carried out by virtue of this authorisation, and amend the Memorandum and Articles of Asso-ciation accordingly.

In the event of the issue of debt securities, the Board of Directors shall have full powers to, inter alia, decide whether they are subor-dinated, and define the interest rate, maturity, redemption price, terms of repayment and the conditions under which they may entitle their holders to Company shares.

Resolves that this delegation of authority shall cancel and super-sede any unused fraction of any similar earlier authorisation.

This authorisation granted to the Board of Directors shall remain valid for a period of twenty-six months from the date of this General Meeting.

TWELFTH RESOLUTION(Delegation of authority to the Board of Directors to increase the number of securities issued in the event demand exceeds supply)

The General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, having taken note of the report by the Board of Directors and the special report by the Statutory Auditors, and in application of Article L. 225-135-1 of the Commercial Code:

Authorises the Board of Directors, with the right to sub-delegate to the Managing Director/CEO, to increase the number of securities to be issued in the event of a capital increase with preferential subs-cription rights, as referred to in the eleventh resolution, by up to 15% of the number of securities in the initial issue, under the terms and conditions laid down by the applicable laws and regulations at the time of the issue, on the understanding that the issue price shall be the price determined for the initial issue.

The nominal value of the issue increase(s) decided by virtue of this resolution shall, as appropriate, be factored in when calculating the maximum nominal amount as defined in the fourth paragraph of the eleventh resolution.

This authorisation shall remain valid for the same period of time as the eleventh resolution, i.e., twenty-six months.

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FIFTEENTH RESOLUTION(Bonus shares)

The General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, having taken note of the report by the Board of Directors and the special report by the Statutory Auditors, in accordance with Article L. 225-197-1 et seq. of the Commercial Code:

Authorises the Board of Directors to allocate, on one or more occa-sions, shares that the Company has bought back as bonus shares to:■ Company employees and corporate officers,■ employees and corporate officers of companies or groupings affi-liated to it under the conditions referred to in Article L. 225-197-2 of the Commercial Code.

Resolves that the total number of bonus shares to be allocated may not exceed 1,000,000, that the allocation of the shares to the benefi-ciaries will only become definitive either i) at the end of a minimum vesting period of two years, in which case the beneficiaries must keep the shares for at least two years from the definitive allocation date, or ii) at the end of a minimum vesting period of four years, in which case no lock-in period will apply. The Board of Directors shall choose which method to use, or may use them alternately or simul-taneously. In the first case it may extend the vesting and lock-in periods, and in the second case it may extend the vesting period and/or set a lock-in period.

Resolves that the Board of Directors shall define the identity of the beneficiaries of the bonus shares, the terms and conditions of allo-cation and any allocation criteria, including but not limited to any criteria relating to maintenance of the contract of employment or corporate office during the vesting period or any other criteria.

Resolves that the allocation of said shares to their beneficiaries shall become definitive before expiry of the aforementioned vesting periods in the event a beneficiary suffers a category two or category three disability as defined in Article L. 341-1 of the Social Security Code (Code de la sécurité sociale), and that the shares may be freely transferred in the event of a category two or category three disability as defined in the aforementioned article of the Social Security Code.

Grants full powers to the Board of Directors, which may sub-dele-gate under the terms and conditions laid down by law, in order to make use of this authorisation and, more specifically, to:■ provide for the temporary suspension of the allocation rights under the terms and conditions laid down by the applicable laws and regulations,■ record the definitive allocation dates and the dates from which the shares may be freely transferred, in compliance with this resolution and the statutory requirements,■ register the bonus shares on registered accounts in the names of the holders, stating whether they are unavailable for transfer and indicating the length of the lock-in period, and release the shares in those cases when the lock-in period can be waived by virtue of this resolution or the applicable regulations,

FOURTEENTH RESOLUTION(Authorisation given to the Board of Directors to allocate stock options to Group employees and corporate officers)

The General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, having taken note of the report by the Board of Directors and the special report by the Statutory Auditors, and in accordance with Article L. 225-179 et seq. of the Commercial Code:

■ Authorises the Board of Directors to grant, on one or more occa-sions, designated employees and corporate officers of the Company and companies or groupings affiliated to it under the conditions referred to in Article L. 225-180 of the Commercial Code, stock options entitling their holders to purchase existing Company shares that have been bought back under the terms and conditions laid down by law.

The purchase price of the shares shall be set on the day the options are granted by the Board of Directors, in accordance with the appli-cable legal and regulatory provisions, but shall not be less than the average of the prices listed on the twenty trading days preceding the allocation of the options. The price may only be modified if the Com-pany carries out one of the financial operations or corporate actions provided by law during the option exercise period. In that case, the Board of Directors shall adjust the number and price of the shares concerned by the options, in accordance with the regulations, to take into account the consequences of the operation. In such an event it may also temporarily suspend the right to exercise the options until completion of the operation, if it considers this necessary.

The total number of options that will be granted by the Board of Directors by virtue of this authorisation may not result in rights to purchase more than 1,000,000 shares. This maximum amount does not include any adjustments that may be made in accordance with the applicable laws and regulations. The options may be exercised during a ten-year period from the date they are granted, although the Board of Directors shall have full powers to set a shorter time period.

This authorisation shall remain valid for thirty-eight months from the date of this General Meeting.

■ Grants the Board of Directors full powers, within the limits defined above:– to determine the characteristics of the options, define the terms and conditions under which they will be granted, including perfor-mance-related conditions, and designate the beneficiaries;– to set the period of validity of the options to purchase shares; and– to define the terms and conditions under which the price and number of shares may be adjusted to take account of any financial operations carried out by the Company;– all of the above in compliance with the laws and regulations appli-cable at the time the options are granted.

As required by the applicable legal and regulatory provisions, the Board of Directors shall report to each annual general meeting on the operations carried out pursuant to this resolution.


The General Meeting resolves to cancel the preferential subscrip-tion rights of shareholders to any shares or securities issued by virtue of this authorisation, in favour of the beneficiaries of the capital increase(s) authorised by this resolution; moreover, the sha-reholders waive all rights to any shares or securities that may be allotted as bonus shares or securities by virtue of this resolution.

Within the limits and under the terms and conditions defined above, and if applicable in compliance with the rules governing the savings plans, the General Meeting also grants the Board of Directors, with the right to sub-delegate under the conditions laid down by law, full powers to define all the terms and conditions of such operations and, more specifically, to:

■ determine the companies whose employees are eligible for the offer;

■ set the terms and conditions of the issues to be made by virtue of this authorisation, including the price, the date from which issued securities shall have rights attached, and the terms and conditions of payment of the securities and, if appropriate, apply for their admission to listing on any appropriate market;

■ define the minimum length of service required for employees to be eligible for the subscription offer;

■ set the amount of the issue and the subscription opening and clo-sing dates;

■ set the deadline by which subscribers must pay for their shares, subject to a limit of three years;

■ record the increase in capital on the basis of the shares actually subscribed;

■ charge the costs of the operations and the amount to be trans-ferred to the legal reserve to bring it up to one-tenth of the new share capital against the premiums relating to the capital increases;■ take any action necessary to complete the capital increases, carry out the relevant formalities, including those necessary to list the newly issued shares, and amend the Memorandum and Articles of Association as necessary to record such capital increases.

This authorisation shall remain valid for twenty-six months from the date of this General Meeting.

It cancels and supersedes the authorisation granted to the Board of Directors by virtue of the thirteenth resolution of the General Mee-ting held on 21 April 2010.

SEVENTEENTH RESOLUTION — Powers(Powers for formalities)

The General Meeting grants full powers to the Chairman of the Board of Directors, any representative or representatives of his, or the bearer of a copy of or excerpt from these resolutions, in order to carry out all filings and publication or other formalities as required by law.

■ include the right to make adjustments to the number of bonus shares allocated if this is necessary to protect the beneficiaries’ rights, in light of any operations affecting the Company’s capital such as those referred to in Article L. 225-181, paragraph 2 of the Commercial Code. Shares allocated as a result of any such adjust-ment shall be deemed to have been allocated on the same day as the initial bonus shares.

Resolves that this authorisation shall remain valid for thirty-eight months from the date hereof.

SIXTEENTH RESOLUTION(Delegation of authority to the Board of Directors to increase the share capital by the issue of shares reserved for employees)

The General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, having taken note of the report by the Board of Directors and the special report by the Statutory Auditors, authorises the Board of Directors, with the right to sub-delegate under the conditions laid down by law, in application of Articles L. 225-129-2 to L. 225-129-6 and L. 225-138-1 of the Commercial Code and Article L. 3332-1 et seq. of the Employment Code, to unilaterally resolve to increase the share capital on one or more occasions, by the issue of new shares or securities giving immediate or subsequent access to the Company’s capital, reserved for the employees defined below, within a limit of a maximum nominal value of €15 million.

The employees who will be entitled to benefit from the capital increase or increases authorised hereby are employees of the Com-pany and/or of affiliated companies within the meaning of Article L. 225-180 of the Commercial Code and Article L. 3344-1 of the Employment Code who have subscribed to a Company Savings Plan (Plan d’Epargne d’Entreprise).

The subscription price shall be set by the Board of Directors, in accordance with the conditions and the limits laid down in the appli-cable laws and regulations. The Board of Directors may, at its sole discretion, allocate shares or other securities giving immediate or subsequent access to the Company’s capital, including equity war-rants, in accordance with the provisions set out below, to replace all or part of the discount granted as calculated on the basis of the ave-rage opening prices for the Company’s share on Euronext Paris over the twenty trading days prior to the date of the decision setting the subscription period.

The General Meeting resolves that the Board of Directors may decide to allocate existing or new bonus shares or securities giving access to the Company’s capital (including equity warrants), on the understanding that the total benefit deriving from the allocation in terms of the Company’s contribution and/or the discount on the subscription price, as the case may be, may not exceed the limits laid down in the laws and regulations.

The General Meeting resolves that the characteristics of the other securities giving access to the Company’s capital shall be defined by the Board of Directors in accordance with the regulations.

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The report by the Chairman of the Board of Directors on the preparation and organisation of the Board’s work and on internal control can be found on page 124 of this document.

Board of DirectorsAs at 24 February 2011, the Board of Directors was composed of the following ten members:

First Current Age Appointments Audit Strategy Number appointment term and Compensation Committee Committee of shares of office Committee held

Chairman and Managing Director

Jean-François Roverato 22/01/1987 2010-2013 66 – – Member 200 (1)

Director and Deputy Chief

Executive Officer

Pierre Berger 08/12/2010 2010-2011 42 – – Member 1,000

Directors

Béatrice BRÉNÉOL 23/04/2003 2009-2012 58 Member – – 600

Jean-Louis CHARLES 25/06/2008 2008-2011 50 – Member – 100

Thérèse CORNIL 24/02/2011 2011-2011 68 Member – – 100

Bruno FLICHY 24/04/2002 2009-2012 72 – Chairman Member 4,500

Jean-Yves GILET 24/02/2011 2011-2011 55 Member – Chairman 100

Jean-Claude KERBOEUF 28/03/2007 2010-2013 71 – Member – 100

Dominique MARCEL 25/06/2008 2008-2011 55 – Member – 100

Demetrio ULLASTRES 22/04/2009 2009-2012 66 Chairman – – 8,400

(1) Taking into account his interests in Eiffage 2000, FCPE Eiffage 2011 and Eiffaime, Mr Roverato holds, directly and indirectly, 0.64% of Eiffage’s capital.

He is also the beneficial owner of split ownership shares in one of these companies, and when these are taken into account he holds 1.56% of the capital.

CORPORATE GOVERNANCE

Each Director is required to hold at least one share in the Company, although the Internal Regulations recommend that they each hold 100.

The criteria applied to determine whether a Director is independent are those recommended in the AFEP-Medef Code; once a year, the Board reviews whether the Directors meet such criteria. Ms Cornil and Messrs. Charles, Flichy and Ullastres are independent directors.

Appointments to the Board submitted for approval to the General Meeting are decided by the Board of Directors based on proposals made by the Appointments and Compensation Committee, or pro-posals made by the Board of the SICAVAS employee investment vehicle as regards the Director representing employee sharehol-

ders. Three Directors have resigned since the last General Meeting and the Board has made the following appointments, subject to rati-fication: Ms Thérèse Cornil and Messrs. Pierre Berger and Jean-Yves Gilet. Ms Cornil is the Chair of the Conseil National de Valorisation Ferroviaire (railways advisory board) and is an indepen-dent director satisfying the criteria laid down in the AFEP-Medef Code. The Board appointed Mr Berger as Deputy CEO on 8 December 2010, to become Chief Executive Officer with effect from 1 July 2011. Mr Gilet is the CEO of Fonds Stratégique d’Investissement (FSI).

The terms of office of Ms Cornil and Messrs Berger, Charles, Gilet and Marcel are due to expire at the close of the General Meeting to be held on 20 April 2011. The shareholders will be asked to renew their appointments for three years.


The main function and the other functions and offices held by Board members in other companies currently and during the past five years are detailed in the table below:

Board memberMain function

Other offices held at the date of this document

Other offices held (excluding at Eiffage subsidiaries) over the past five years, now expired

Jean-François ROVERATO

Chairman

and Managing Director of Eiffage

Chairman and Managing Director of APRR

Chairman of:

– AREA

– Eiffarie (SAS)

– Financière Eiffarie (SAS)

Permanent representative of Eiffage SA

on the Board of Cofiroute

Pierre BERGER

Deputy Chief Executive Officer

Director of:

– APRR

– AREA

Chairman of:

– Vinci Construction Grands Projets

– SOC 7

Director of:

– Entrepose Contracting

– Janin Atlas Inc.

Permanent representative of Vinci

Construction Grands Projets

on the Board of Directors of Campenon SA

Béatrice BRÉNÉOL

Director representing

employee shareholders

Chairman of the Board

of Directors of SICAV

d’Actionnariat Salarié Eiffage 2000

Member of the Supervisory Board of FCPE

Eiffage 2011

None

Jean-Louis CHARLES

Head of Financing and Investments,

Groupama SA

Director of:

– Groupama Private Equity

– Rampart Insurance Cie

Permanent representative of:

– Groupama Gan Vie in :

• Assu Vie

• Groupama Banque

• SILIC

– Groupama SA in:

• Astorg Actions Europe

• Compagnie Foncière Parisienne

– Groupama Investissements in Groupama

Immobilier

– Gan Prévoyance in Groupama AM

Deputy Chairman of the Supervisory Board

of Finama Private Equity

Member of the Supervisory Board of:

– Locindus

– Réunima

Permanent representative of Groupama SA

in:

– Groupama Chegaray Services

Permanent representative of Sopart in:

– Ameri-Gan

– Actions Techno Monde

– Euro Gan

– France Gan

– Gan Court Terme

– Gan Rendement

– Monde Gan

– Groupama Japon Stock

– Securi-Gan

Thérèse CORNIL

Chairman of CNVF

(Conseil National de Valorisation Ferroviaire)

N/A Chair and CEO of:

– SEML Régie Immobilière de la Ville de

Paris

– Société de Gérance Jeanne d’Arc

Chairman of the Board of Directors of SA

d’HLM Habitat Social Français

Representative of the RIVP on the Boards of:

– SAEM SEMIDEP

– SAEM SEMAPA

Member of the Policy Committee

and Supervisory Board of Crédit Municipal

de Paris

Director of SAS Lerichemont

Bruno FLICHY

Honorary Chairman and Member

of the Board of Directors, Crédit Du Nord

Director of:

– Aviva Participations

– L’Association Ecole-Sainte-Geneviève

– Aviva France

Chairman of l’Association du Grand

Montreuil du Grand Montreuil

Member of the Supervisory Board

of Aviva France

Director of Dexia Banque Belgium

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Board memberMain function

Other offices held at the date of this document

Other offices held (excluding at Eiffage subsidiaries) over the past five years, now expired

Jean-Yves GILET

CEO of Fonds Stratégique d’Investissement)

(FSI)

Director of FSI PME-Portefeuille Director of:

– AM France

– AM Stainless International

– AM Stainless Europe

– AM Stainless France

– AM Stainless Belgium

Chairman of the Board of Directors

of AM Inox Brazil

Jean-Claude KERBOEUF Chairman of Eiffaime (SAS) N/A

Dominique MARCEL

Chairman and CEO,

La Compagnie des Alpes

Director of:

– Grévin et Compagnie

– Société du Grand Théâtre

des Champs Elysées

Permanent representative of La Compagnie

des Alpes on the Board of La Compagnie

du Mont Blanc

Chairman of La Compagnie des Alpes

Domaines Skiables (SAS)

Chariman of the Supervisory Board of Société

du Parc du Futuroscope

Chairman and CEO of:

– CDC Entreprises Capital Investissement

– CDC Infrastructure

– Financière Transdev

Chairman of the Supervisory Board of:

– CDC DI (Germany)

– Compagnie des Alpes

Chairman of the Management Board

of La Compagnie des Alpes

Chairman of the Board of Directors of

– BAC Participations (SA)

– CDC Holding Finance

Deputy Chairman of the Board of Directors

of Dexia Crédit Local

Director of:

– Accor

– CDC Entreprises Portefeuille

– Dexia

– Icade

– Société Forestière de la CDC

– Caisse des Dépôts Développement

Member of the Supervisory Board of:

– CDC Entreprises

– Compagnie des Alpes

– CNP Assurances

Permanent representative of :

– Financière Transdev on the Board

of Directors of Transdev

– CDC on the Supervisory Board

of La Société Nationale Immobilière SAEM

Demetrio ULLASTRES LLORENTE

Chairman of Abertis Airports

Chairman of :

– Abertis Airports SL

– TBI Ltd

– Accesos de Madrid C.E.S.A.

– Ullastres SA

– Fagottres SA

Director of :

– Airport Concessions and Development

ACDL

– Grupo Aeroportuario del Pacifico (GAP)

Chairman of :

– MBJ Airports Ltd

Director of:

– ACS, Servicios y Concesiones S.L

and its subsidiaries

– Dragados Concesiones

de Infraestructuras SL

– Urbaser SA

– Dragados Servicios Portuarios

y Logisticos SL

– Clece SA

– Abertis Infraestructuras SA

Corporate governance


Functioning of the Board of DirectorsA description of the functional organisation of the Board of Directors is included in the Chairman’s report on the preparation and organi-sation of the Board’s work and on internal control, on page 124 of this reference document.

Internal Control The Group’s Internal Control Department assesses and oversees the internal control function in line with the five factors defined in the COSO report, under the supervision of the General Delegation for Risks and Controls.

(See Report by the Chairman of the Board of Directors on Internal

Control, pages 125 to 132).

CONTRACTING ACTIVITY

Over 90% of the Group’s business concerns small, short-term pro-jects (or contracts). To manage them effectively the individuals in charge of each project or contract need to have the relevant autho-rity and powers.

The decentralisation of responsibilities within the Group is achieved through a network of modestly-sized subsidiaries and entities, which facilitates monitoring and minimises risk.

The Internal Control function is organised on the basis of the sepa-ration of roles and responsibilities between five different levels: project, entity or subsidiary, regional management, division mana-gement, and Group holding company.

The organisation of large projects is adapted and certain hierar-chical levels between those of the project and the division’s general management may be eliminated. In these cases, specific functional and control resources will be allocated to the project, in light of its size.

In compliance with the principle of subsidiarity, decisions are made at the lowest possible level. Controls are performed on an ex-post basis.

CONCESSION ACTIVITIES

The Group’s Concession activities are essentially carried out within APRR, which has its own internal control organisation tailored to its specific business of managing motorway networks.

Specific information on the Corporate OfficersThere are no family ties between the Company’s corporate officers. For the performance of their duties, the members of the Board of Directors and General Management have elected domicile at the Company’s registered office, 163 Quai du Docteur-Dervaux, 92600 Asnières-sur-Seine.

As at the date of preparing this document, the Company is not aware that, over the last five years, any of the members of the Board of Directors have been convicted for fraud or associated with a ban-kruptcy, seizure of assets or liquidation, the object of any charge or official public sanctions ordered by a corporate body or regulatory authority, or prevented by a court from acting as a member of a management, governing or supervisory body or from taking part in the management or running of the business of any issuer.

Conflicts of interest involving DirectorsAs at the date of preparing this document, the Company is not aware that any conflict of interest has been identified between the duties of the members of the Board of Directors in their capacity as corporate officers of Eiffage and their private interests or other duties. The Board’s Internal Regulations expressly provide that each Director must inform the Chairman of the Board of any conflict of interest and must agree not to take part in the voting on any related resolutions.

No arrangements or agreements have been entered into with any of the main shareholders, clients or suppliers by virtue of which any of the Directors has been identified as being in such a situation.

The Directors are not bound by any restrictions regarding the sale of their interests in Eiffage at the end of their office.

Special agreementsOn 10 December 2008 the Board approved a regulated agreement between Soficot and Eiffage (Mr. Serge Michel was a member of the Eiffage Board and Chairman of Soficot). This agreement was termi-nated by Eiffage in 2010.

The other agreements entered into by Eiffage with companies having the same Directors concern such transactions as are stan-dard between companies belonging to the same group. The new agreements entered into since the end of the 2010 financial year are of a similar nature. The Statutory Auditors review the regulated agreements in their special report (page 123).

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SHARES AND STOCK PURCHASE OPTIONS

As at 31 December 2010, no corporate officers hold options to subs-cribe for or purchase shares under stock option plans introduced by Eiffage SA, and there are no stock option plans in place in any of the other Group companies.

BOARD FEES

The Eiffage General Meeting of 19 April 2006 decided to raise the total board fees paid each year to €500,000, with effect from 2006.

Total board fees are allocated as follows:

■ Each Board member receives the same amount, in addition to which those who sit on Board committees receive specific fees, which are doubled for the committee chairmen;

■ Attendance at Board and committee meetings is taken into account when determining the amount of fees paid.

None of the Group’s subsidiaries distribute board fees.


Corporate Officers’ Remuneration and Benefits

REMUNERATION

On 10 December 2008 Eiffage’s Board of Directors resolved to follow the recommendations issued by AFEP and Medef concerning the remuneration of corporate officers. Mr Jean-François Roverato, the Chairman and Managing Director, was Eiffage’s only corporate officer in 2010. In 2008 and 2009, the variable element of his remu-neration was set in line with the recommendations of the Appoint-ments and Compensation Committee, and was based on the consolidated net profit and the consolidated free cash flow, each of which accounted for 50% of this variable element. Mr Jean-François Roverato’s variable remuneration in 2009 was capped at €450,000, on his suggestion. For 2010, in line with recommendations by the Appointments and Compensation Committee, the variable element of Mr Roverato’s remuneration was raised by a percentage corres-ponding to the increase in the Group’s consolidated net profit, and set at €550,000 (see below).

The Group does not offer its executive officers or other employees any “golden hello” or “golden handshake” scheme or any supple-mentary pension plans.

Tables summarising remuneration received by executive officers and other corporate officers

Table 1 - Table summarising remuneration, stock options and shares received by each executive officer

In euros 2009 2010Jean-François ROVERATO. Chairman and Managing Director

Remuneration payable for the financial year (detail in table 2) 1,383,590 1,484,790

Value of options granted during the year None None

Value of shares allocated during the year None None

TOTAL 1,383,590 1,484,790

Table 2 - Table summarising remuneration received by each executive officer

For 2009 For 2010

In euros Owed Paid Owed Paid

Jean-François ROVERATO. Chairman and Managing Director

Fixed 900,000 900,000 900,000 900,000

Variable 450,000 700,000 550,000 450,000

Exceptional - - - -

Board fees 30,000 30,000 30,000 30,000

Benefits in kind (company car) 3,590 3,590 4,790 4,790

TOTAL 1,383,590 1,633,590 1,484,790 1,384,790


Table 3 - Table showing board fees

Directors Fees paid Fees paid for 2009 for 2010

In euros (paid in 2010) (to be paid in 2011)

Béatrice BRENEOL 37,500 45,000

Jean-Louis CHARLES 45,000 42,857

Anne DUTHILLEUL 35,000 20,357

Bruno FLICHY 75,000 75,000

Jean-Claude KERBOEUF 45,000 45,000

Dominique MARCEL 55,000 57,857

Serge MICHEL 60,000 60,000

Alain QUINET 40,000 42,857

Jean-François ROVERATO 30,000 30,000

Demetrio ULLASTRES 32,500 45,000

TOTAL 455,000 463,928

Table 4 - Bonus shares that became available during the financial year for each executive officer

Executive officer Date of Plan Number of shares Conditions Year that became for acquisition of allocation available in 2010

Jean-François ROVERATO – – – –

Table 5 - Employment contracts, specific pension plans, severance pay and non-competition clauses

Executive officers Employment Supplementary Severance pay Compensation contract pension plan or other payment under or possible payment a non-competition open departure clause or change of fonction

Jean-François ROVERATO No No No No

Chairman and Managing Director

First appointed in 1987

Current term of office expires in 2013

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Executive Officers’ Loans and GuaranteesNone.

Employee Profit-SharingMost Group companies have discretionary employee profit-sharing plans. These plans, which are governed by the Decree of 21 October 1986 on employee profit-sharing, underline Eiffage’s desire for employees to be closely involved in the development of the company they work for and, when the company prospers, that they receive part of the profit for the year in excess of a predetermined level.

In addition to the above, the employees benefit from mandatory employee profit-sharing plans under the conditions laid down by law. These are applied on an individual company basis. A collective agreement has not been negotiated at Group level.

Employee investment funds (Plans d’Epargne Entreprise) have existed in each company for many years. Amounts due in respect of the various employee profit-sharing plans may be invested, at the employee’s discretion, in investment funds or Group employee ownership vehicles, namely SICAVAS Eiffage 2000 (the open-end employee investment trust). Company investment funds have also been set up in the form of Fonds Communs de Placement d’Entre-prise (FCPE) to enable employees to subscribe for shares available under capital increases reserved for them (see Ownership of Capital and Voting Rights below).

Amounts paid out by the Group under the various employee profit-sharing plans amounted to €109 million in respect of 2010, com-pared to €167 million in respect of 2009 (including a special €52 million bonus in accordance with the Act of 3 December 2008), and €135 million in respect of 2008. Over the last five years, a total of €679 million has been paid out in this way.

Share Purchase Option Plans - Bonus Share Plans■ The Ordinary and Extraordinary General Meeting of 21 April 2004 authorised the Board of Directors to grant the Group’s employees and corporate officers options entitling holders to purchase existing Eiffage shares. The maximum number of shares that could be pur-chased was set at 700,000. This was later increased to 2,100,000 shares to reflect subsequent bonus issues and the division of the nominal value. Full advantage has been taken of this authorisation by the Board of Directors.

■ The Ordinary and Extraordinary General Meeting of 25 June 2008 authorised the Board of Directors to grant the Group’s employees and corporate officers options entitling holders to purchase existing Eiffage shares. The maximum number of shares that could be pur-chased was set at 1,000,000. The Board of Directors has used this authorisation in part and granted 998,500 stock options.

■ The Ordinary and Extraordinary General Meeting of 22 April 2009 authorised the Board of Directors to grant the Group’s employees and corporate officers options entitling holders to purchase existing Eiffage shares. The maximum number of shares that could be pur-chased was set at 1,000,000. The Board of Directors has made full use of this authorisation.

■ The Ordinary and Extraordinary General Meeting of 21 April 2010 authorised the Board of Directors to grant the Group’s employees and corporate officers options entitling holders to purchase existing Eiffage shares. The maximum number of shares that could be pur-chased was set at 1,000,000. The Board of Directors used this authorisation in part on 24 February 2011, granting 677,600 options.

Table 6 - Transactions involving securities issued by the Company held by corporate officers or other individuals who are required by the AMF’s General Regulations to report such transactions

Person reporting Office Financial Type of Unit price Amount ofa transaction instrument transaction the transaction

Béatrice BRENEOL Director Eiffage 2000* Subscription €48.90 €12,118

François MASSE Deputy Managing Director Eiffage 2000* Subscription €50.97 €20,438

Max ROCHE Chief Finance Officer Eiffage 2000* Subscription €50.97 €20,418

Jean-François ROVERATO Chairman and Managing Director Eiffage 2000* Subscription €50.97 €13,785

Demetrio ULLASTRES Director Eiffage Purchase €35.70 €17,920

* The Sicavas Eiffage 2000 is an open-end employee investment trust. As at 31 December 2010, 96.9% of its investments were Eiffage shares.


The table below gives details of the allocation of share subscription and purchase options:

2004 Plan 2004 Plan 2005 Plan 2007 Plan 2008 Plan 2009 Plan 2009 Plan 2011 Plan

Type of plan Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase

Date of Board resolution

allocating the options 21.04.2004 10.12.2004 14.12.2005 13.06.2007 10.12.2008 26.02.2009 09.12.2009 24.02.2011

Number of shares

that can be subscribed

or purchased (1) 1,223,900 294,000 123,200 95,700 956,250 4,900 999,200 677,600

Of which:

– by corporate officers 36,000 – – – – – – 100,000

– by the 10 employees allocated

the most options 168,000 189,000 20,000 17,000 60,000 4,900 114,000 47,500

Options can be exercised until 21.04.2011 10.12.2011 14.12.2012 13.06.2014 10.03.2013 26.05.2013 09.03.2014 12.06.2015

Subscription or purchase price €20.67 €25.50 €36.25 €101.50 €32.30 €36.35 €38.50 €41.24

Number of shares purchased

as at 31.12.2010 1,155,973 78,500 3,500 – – – –

Options cancelled in 2010 1,100 0 4,400 8,600 65,250 – 48,600

Outstanding options

as at 31.12.2010 66,827 215,500 115,300 87,100 891,000 4,900 950,600

(1) Adjusted to reflect options cancelled as at 1 January 2010

N.B.: all figures have been adjusted to take into account bonus share issues and the division of the par value of shares since the plans’ creation.

Other information on share subscription and purchase options:

■ Options granted to each corporate officer over the year: None.

■ Options exercised by each corporate officer over the year: None.

■ Options granted over the year by Eiffage to the 10 Group employees who are not corporate officers and who received the most options: None.

■ Total number of options held for Eiffage shares exercised over the year by the 10 Group employees who are not corporate officers who exer-cised the most options: 42,800 at a weighted average exercise price of €24.32

The Ordinary and Extraordinary General Meeting of 20 April 2005 authorised the Board of Directors to grant Group employees and corporate officers a maximum of 750,000 existing Eiffage shares as a bonus issue. This authorisation was used for a total of 705,390 shares and expired on 20 June 2008. The table below shows how the Board made use of this authorisation:

Date Board resolved to make bonus issue 20.04.2005 19.04.2006 28.06.2006 18.04.2007 16.04.2008 15.05.2008

Number of bonus shares

originally issued 231,000 220,000 20,000 108,100 113,590 12,700

Of which:

– to corporate officers 75,000 120,000 – 5,000 – –

– to 10 employees receiving the most shares 51,800 39,960 20,000 56,250 25,650 12,700

Vesting period expires on 21.04.2007 20.04.2008 29.06.2008 19.04.2009 17.04.2010 16.05.2010

Number of shares actually acquired 205,600 215,700 20,000 93,900 102,260 12,700

Lock-in period after acquisition 2 years 2 years 2 years 2 years 2 years 2 years

At the end of the two-year vesting period ownership of the shares is transferred definitively to the beneficiaries subject to certain requirements as regards employment and, in certain cases, performance.

The Ordinary and Extraordinary General Meeting of 25 June 2008 authorised the Board of Directors to grant Group employees and corporate officers a maximum of 1,000,000 existing Eiffage shares as a bonus issue. This authorisation was granted for 38 months and the Board had not made use of the authorisation as at the date of this document.

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GENERAL INFORMATION

CONSTRUCTION

EIFFAGE CONSTRUCTION

and its subsidiaries (1)

Financière EIFFARIE

and EIFFARIE

APRR

and its subsidiaries (1) (2)

EIFFAGE TRAVAUX PUBLICS


VERDUN PARTICIPATION

1 et 2

CEVM

FORCLUM

A’LIENOR

CLEMESSY

EIFFEL


Other concessions

and PPP (1)

PUBLIC WORKS ENERGY METAL


CONCESSIONS

100% 100%

100%

99.80%

100%

50%+ 1 share

51% 65%

98.20% 100%

Historical Background and Organisation (1)

Eiffage Group, whose origins date back to the mid-19th century and the formation of Fougerolle, was born of the 1992 alliance between Fou-gerolle and SAE. The parent company changed its name to Eiffage in 1993. Eiffage is Europe’s fifth largest construction group after Vinci (France), Bouygues (France), Hochtief (Germany) and ACS (Spain).

Eiffage is organised into five divisions – Construction, Public Works, Energy, Metal and Concessions – which are organised into operational branches reporting directly to the holding company:

ORGANIGRAMME

(1) See list of subsidiaries and holdings on page 107 (interests expressed in percentages are identical to voting rights)

(2) APRR and its subsidiary AREA are fully consolidated companies, due to an ownership structure which gives Eiffage ultimate control

■ Eiffage Construction is France’s third largest builder after Vinci Construction and Bouygues Construction. It has a pre-eminent posi-tion in the French building market, in addition to which it is one of the country’s leading property developers through Eiffage Immobilier.

■ Eiffage Travaux Publics is the third largest road constructor in France after Colas (Bouygues) and Eurovia (Vinci), and is a market leader in public works and earthworks.

■ The Energy division comprises Forclum and, since December 2008, Clemessy, which together form one of the leading French groups in the sector (its main competitors are Vinci Energies, Spie SA and Ineo). Crystal, which was also acquired in December 2008, was merged into the Forclum group early in 2011.

■ The Metal division was strengthened in 2008 when Eiffel acquired the mechanical engineering and industrial maintenance activities previously held by Forclum. Eiffel is one of the leaders in the French market. Its main competitors are Baudin-Chateauneuf and Boccard.

■ In infrastructure concessions, Eiffage controls APRR through its subsidiary Eiffarie with an 98.2% holding. APRR operates France’s second largest motorway concession (2,234 km). Eiffage also controls CEVM, the company that holds the concession for the Millau Viaduct, through a subsidiary held jointly with the Caisse Des Dépôts. It holds 36% of Norscut, which operates 155 km of motorways in Portugal, and 32.9% of the Société Marseillaise du Tunnel Prado Carénage. In February 2009, TP Ferro (50% of which is held by Eiffage) completed work on the high-speed rail link from Perpignan to Figueras for which it holds the concession. Eiffage also holds 65% of A’liénor, which was awarded the concession for the Pau-Langon A65 motorway link, opened in December 2010.

Eiffage operates in two ways: first, through subsidiaries belonging to each of the divisions, which constitute a permanent, decentra-lised presence, and second, through a more temporary presence when working on large projects throughout France and abroad.

(1) Rankings given in this chapter were taken from the 2010 edition of Moniteur du Bâtiment et des Travaux Publics or are based on internal sources


■ The study, construction, purchase, operation and sale of plants and quarries of any kind;■ The manufacture, use and sale of products of any kind necessary to achieve its corporate purpose;■ Any industrial, commercial, financial or property (personal and real) transactions related directly or indirectly to its corporate purpose or similar or related purposes;■ The involvement in any undertakings, economic interest grou-pings or companies in France or abroad, whether existing or to be created, related directly or indirectly to its corporate purpose or similar or related purposes, notably undertakings, economic interest groupings or companies likely to facilitate or promote the Company’s corporate purpose, by any means whatsoever, notably via asset contributions, subscriptions to or the purchase of shares or other ownership interests, mergers, joint ventures, partnerships, groupings or alliances.

Company RegistrationThe Company is registered with the Nanterre Trade and Compa-nies Registry under number 709 802 094. Its APE code is 7010 Z.

Company Reports and DocumentsThe Memorandum and Articles of Association and other mandatory documents are available from the registered office:163 Quai du Docteur Dervaux, 92600 Asnières-sur-Seine,France

Reference documents and regulated information are available from the registered office and the Company’s website: www.eiffage.com

Financial YearThe financial year starts on 1 January and ends on 31 December.

Appropriation of Profit (Article 32 of the Memorandum and Articles of Association)

he net profit is appropriated in the following manner:

■ at least 5% of the net profit is transferred to the legal reserve after deduction of any losses carried forward, in accordance with legal requirements, until this reserve represents one-tenth of the share capital.

■ an interim dividend is distributed to the shareholders that repre-sents 6% of the outstanding paid-in capital out of the remaining profit, plus any unappropriated earnings and any amounts drawn from available reserves for the purpose of distribution as may be decided by the General Meeting, without any shortfall arising in one year leading to an additional deduction from the profits of the sub-sequent year(s). The Ordinary General Meeting may decide to appropriate what amounts it deems reasonable out of any balance then remaining, either by carrying such amounts forward or trans-ferring them to one or more optional, ordinary or extraordinary reserves, for or without a designated purpose. A super dividend is distributed to shareholders out of any amount remaining after that.

The General Meeting may offer shareholders the choice, for all or part of the amount being distributed, between payment of the divi-dend in cash and payment in shares. This option may also be offered in respect of any interim dividend.

As regards the Group’s permanent activities, and apart from France where it has one of the densest and most deeply-rooted local networks in the industry, Eiffage operates throughout Europe, mainly in the Benelux countries, where it is a leader in the construc-tion sector, Germany, Poland, the Czech Republic, Spain, Portugal and Italy. Operationally, the European subsidiaries are attached to the corresponding Group division.

The Group has a small number of operations outside of Europe, essentially in Africa (Algeria and Senegal).

A complete list of subsidiaries attached to each division together with the Group’s interest in these companies is provided on pages 107 to 109. Regulated agreements between Group companies are detailed in the Special Report by the Statutory Auditors, which can be found on page 123.

Parent-Subsidiary RelationsEiffage, as the Group’s parent company, provides its divisions with services through a wholly-owned, dedicated management structure, organised into the following departments:■ Group Executive Management■ Financial and Cash Management■ Group Accounting and Accounts Consolidation ■ Communication■ General Delegation for Risks and Control■ Employee Relations and Human Resources ■ Information Systems ■ Sustainable Development ■ Concessions Development

The other functional tasks are performed within each division, for their own account. The parent company management structure is remunerated by payment of fees calculated on the basis of each division’s sales. These fees totalled €47 million in 2010 and 2009, and €57 million in 2008.

Name and Registered OfficeEiffage

163 quai du Docteur-Dervaux – 92600 Asnières-sur-Seine.

France

Legal Form and Applicable LegislationSociété Anonyme (public limited company) governed by French law.

DurationThe Company was incorporated on 12 June 1920. It will remain in exis-tence until 31 December 2090 unless it is dissolved before then or its period of incorporation is extended.

Corporate Purpose (Article 3 of the Memorandum and Articles of Association)

The Company’s purpose, directly or indirectly, in France and in all other countries, is:■ Execution of any operations related to and undertakings involved in public works, private civil engineering contracts or the construc-tion of buildings;■ The acquisition, utilisation and sale of processes, patents and licences of any kind;

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Board of Directors (Articles 17 to 21 and 23 to 26 of the Memorandum and Articles of Association)

The Company is governed by a Board consisting of at least three and no more than fifteen members. The Board of Directors also includes one Director appointed by those employees who are members of the Supervisory Board of an FCPE investment fund and of the Board of Directors of a SICAVAS holding Company shares.

Directors are appointed for a term of three years. Article 18 of the Memorandum and Articles of Association provides for the partial renewal of the members of the Board every year.

No more than one-third of the members of the Board of Directors may be aged over 70.

The Board of Directors defines the Company’s business strategy and oversees its implementation. It meets as often as the Compa-ny’s needs require. The Board of Directors shall elect one of its members as Chairman for a term which will not exceed his term of office as a Director. The Chairman of the Board of Directors shall represent the Board of Directors. He shall organise and supervise its work and report thereon to the General Meeting.

The age limit for the Chairman is 65. If the incumbent chairman reaches the age of 65 the Board of Directors may extend his appoint-ment for a maximum period of three years.

General Management (Articles 22 and 27 of the Memorandum and Articles of Association)

The general management of the Company shall be the responsibi-lity of either the Chairman of the Board of Directors or another indi-vidual appointed by the Board of Directors and given the title of Managing Director or Chief Executive Officer. The Board of Directors shall decide which method of general management it wishes to implement and for what duration. The Board of Directors, voting on a proposal by the Managing Director/CEO, may appoint one or more individuals to assist him, who shall be given the title of Deputy Managing Director or Deputy Chief Executive Officer.

The age limit for the Managing Director/CEO and any Deputy Mana-ging Directors/CEOs is 65. If the incumbent officer reaches the age of 65 the Board of Directors may extend his appointment for a maximum period of three years.

The Managing Director/CEO shall have the broadest powers to act in all circumstances in the name of the Company, within the limits of the corporate purpose and subject to any powers that the law expressly reserves for the General Meetings and the Board of Directors.

General Meetings(Articles 29 and 30 of the Memorandum and Articles of Association)

All shareholders are entitled to attend Ordinary and Extraordinary General Meetings, regardless of the number of shares they own, provided all called-up capital relating to their shares has been paid in.

Each shareholder has as many votes as the number of shares held or represented, subject to legal requirements.

General Meetings are convened and held in accordance with the provi-sions laid down by law.

The rules governing attendance at General Meetings are those laid down by law.

Identity of Shareholders (Article 9 of the Memorandum and Articles of Association)

The Company may, at any time and in accordance with the terms and conditions laid down in the applicable legislation and regula-tions, request that the identity of holders of securities conferring an immediate or future right to vote at the General Meetings be disclosed.

Statutory Thresholds (Article 9 of the Memorandum and Articles of Association)

Pursuant to the decision taken by the Extraordinary General Meeting of 26 June 2001, any shareholder holding more than 1% of the capital or voting rights, or any multiple thereof, must disclose this situation to the Company on crossing these thresholds.

Article 9 of the Memorandum and Articles of Association, which contains this obligation, is reproduced below:

“Article 9:

The shares, which must be fully paid in, shall be registered shares

or bearer shares, as the shareholder wishes.

Shares shall be recorded in accounts under the terms and conditions

laid down in the relevant laws and regulations.

The Company may, at any time and in accordance with the terms and

conditions laid down in the applicable legislation and regulations,

request that the identity of holders of securities conferring an imme-

diate or future right to vote at the General Meetings be disclosed.

Any individual or legal entity, acting singly or in concert, who/which

directly or indirectly holds 1% of the capital or voting rights, or any mul-

tiple thereof, must disclose this situation to the Company in a letter sent

by recorded delivery (signed for), stating the number of shares held,

within fifteen days of crossing any of these thresholds.

In the event a shareholder fails to comply with the disclosure require-

ments laid down in paragraph four of this article, those shares over and

above the threshold that should have been disclosed shall be stripped

of their voting rights at General Meetings if non-disclosure is recorded

by a General Meeting and if one or more shareholders individually or

collectively holding 5% or more of the capital request(s) this measure at

said General Meeting. These shares shall not have voting rights at any

General Meeting for a further two years after the crossing of the thres-

hold has been duly and properly disclosed.

Shareholders must also inform the Company, by the deadlines and

under the conditions specified in paragraph four above, whenever their

holding falls below any of the thresholds referred to in said

paragraph.”

General information


Share Capital

AMOUNT

At 31 December 2010, the share capital amounted to €360,000,000, divided into 90,000,000 shares with a nominal value of €4 each. Informa-tion on securities giving access to the capital and on share ownership is provided below.

AUTHORISATIONS TO INCREASE THE CAPITAL

The Ordinary and Extraordinary General Meeting of Shareholders of 21 April 2010 authorised the Company’s Board of Directors to increase the share capital by the issue of shares, sundry transferable securities or share subscription warrants with preferential subscription rights for the shareholders. It is stipulated that the total issue should not exceed €150 million in terms of nominal capital (37,500,000 shares) or €1.5 billion in terms of transferable securities representing debt securities. This authorisation was granted for twenty-six months, and has not yet been used.

TABLE SUMMARISING CURRENTLY VALID AUTHORISATIONS TO INCREASE THE CAPITAL

Date Authorisation Authorised Increase(s) Increase(s) Amount of EGM expiry amount in previous in this available date (nominal year financial at end ofIn euros capital) year financial year

Delegation of authority to increase 21.04.2010 20.06.2012 €150 M – – €150 M

the capital while maintaining

preferential subscription rights

Authorisation to increase 21.04.2010 20.06.2012 15% of – – 15% of

the amount of an issue the initial issue, the initial issue,

if oversubscribed subject to subject to

€150 M €150 M

maximum maximum

Authorisation to increase 21.04.2010 20.06.2012 €15 M – €0.746 M €14.254 M

the capital with the waiver

of preferential subscription rights,

in favour of members of a PEE

company investment plan

Delegation of authority 21.04.2010 20.06.2012 10% – – 10%

to increase capital in order of the capital of the capital

to remunerate a contribution

of shares or securities

The General Meeting of 20 April 2011 will be asked to renew all the above delegations of authority for a further twenty-six months.

SECURITIES GIVING ACCESS TO THE CAPITAL

No securities have been issued that give access to the capital.

CHANGES IN THE CAPITAL

Year Nature of the transaction Increase in capital Share Total Number premium/ capital of shares Number Nominal Reserves of shares value

1/01/06 44 894 788

2006 Exercise of share subscription options 40,270 322,160 378,538 359,480,464 44,935,058

Halving of nominal value 44,935,058 – – 359,480,464 89,870,116

Reserved capital increase 3,294,510 13,178,040 146,605,695 372,658,504 93,164,626

Exercise of share subscription options 7,712 30,848 36,246 372,689,352 93,172,338

2007 Exercise of share subscription options 11,004 44,016 51,719 372,733,368 93,183,342

2008 Cancellation of shares – 1,600,000 – 6,400,000 – 60,262,412 366,333,368 91,583,342

2009 Cancellation of shares – 1,583,342 – 6,333,368 – 46,706,140 360,000,000 90,000,000

2010 Reserved capital increase 186,458 745,832 4,995,210 360,745,832 90,186,458

Cancellation of shares – 186,458 – 745,832 – 6,293,355 360,000,000 90,000,000

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Information that may be relevant in the event of a public offering■ The capital ownership structure and all direct or indirect share-holders known to the Company are set out above, together with all relevant information;

■ The Memorandum and Articles of Association do not place any restrictions on the exercise of voting rights, other than that voting rights may be stripped if the shareholder fails to declare the cros-sing of an ownership threshold;

■ The Company is not aware of any agreements or other arrange-ments between shareholders;

■ No shares or securities give their holders any special controlling rights;

■ The voting rights attached to shares held by employees through the SICAVAS Eiffage 2000 investment fund and the Eiffage 2011 and Eiffage Classique FCPE funds are all exercised at General Meetings by the authorised representatives appointed by the Board of Direc-tors of the SICAVAS and the Supervisory Boards of the FCPEs;

General information

Eiffage Group employees hold Eiffage shares through the SICAVAS Eiffage 2000 investment fund. A capital increase reserved for employees was carried out in December 2006, subscribed via an FCPE investment fund called Eiffage 2011. The Eiffage Classique FCPE, which held APRR securities, sold them to purchase Eiffage shares.

As at 31 December 2010, Eiffaime, which was formed by Group managers, held 8.3% of the capital.

In July 2009, Caisse des Dépôts transferred its entire interest in Eif-fage to its subsidiary, Fonds Stratégique d’Investissement (FSI).

In view of the declarations received by Eiffage relating to the cros-sing of the ownership thresholds set by the Memorandum and Articles of Association, the shareholders who hold more than 1% of the capital as at 31 December 2010 other than those listed in the above table or mentioned above are: Natixis, Geneval, BNP Paribas, Crédit Mutuel, CNP Assurances, AXA, Grupo Rayet, Gecina and Norges Bank.

To the Board of Directors’ knowledge, no other shareholder directly or indirectly holds more than 1% of the capital either singly or in concert.

Ownership of Capital and Voting RightsThere are no provisions in the Memorandum and Articles of Association limiting voting rights.

The following table shows changes in share ownership over the last three years:

Known shareholders As at 31.12.2008 As at 31.12.2009 As at 31.12.2010

Number % Number % Number % % voting of shares held of shares held of shares held rights (1)

Employee shareholders:

– Eiffage 2000 15,134,325 16.5 17,826,485 19.8 20,037,604 22.3 23.1

– FCPE Eiffage 2011 2,875,760 3.1 2,748,791 3.0 2,643,464 2.9 3.0

– FCPE Eiffage Classique 539,820 0.6 519,263 0.6 228,700 0.2 0.3

– Held directly 728,929 0.8 661,469 0.7 641,363 0.7 0.7

Caisse des Dépôts 18,137,857 19.8 – – – – –

FSI – – 17,966,000 20.0 17,966,600 20.0 20.7

Eiffaime 7,448,854 8.1 7,448,854 8.3 7,448,854 8.3 8.6

Groupama 5,601,489 6.1 5,601,489 6.2 5,601,489 6.2 6.4

Treasury shares 2,544,473 2.8 3,417,257 3.8 3,092,832 3.5 –

Free float 38,571,835 42.2 33,810,392 37.6 32,339,094 35.9 37.2

TOTAL 91,583,342 100% 90,000,000 100% 90,000,000 100% 100%

(1) voting rights that can be exercised at General Meetings.


■ The rules governing the appointment and dismissal of the mem-bers of the Board of Directors are the rules laid down by law and those set out in Articles 17 to 20 of the Memorandum and Articles of Association;

■ Powers currently delegated to the Board of Directors are des-cribed in the directors’ report (share buy-back programme, page 61) and in the table summarising authorisations to increase the capital, page 151 ;

■ The Company’s Memorandum and Articles of Association are amended in accordance with the applicable laws and regulations;

■ The credit facilities described on page 67 of this document (in the section “liquidity risks”) may be cancelled in the event of a change to the control of the Company;

■ No specific agreements provide for the payment of compensation to corporate officers when they leave office.

Other Information

PLEDGE OF SHARES

The Company has not been advised that any of its shares have been pledged as collateral.

TRADING IN THE COMPANY’S OWN SHARES

Eiffage acquired 777,550 shares in 2010 pursuant to the authorisa-tions given by the General Meeting of Shareholders, and disposed of 749,667 shares. 165,850 shares were transferred to employees who exercised stock options, 186,458 shares were subscribed within the framework of a capital increase reserved for employees, and the same number (186,458) were cancelled by the Board. As a result, at the end of the financial year Eiffage held 3,092,832 of its own shares (3.5% of the share capital), purchased at an average price of €49.41 (nominal value: €4).

SHARE LISTING

Eiffage SA’s shares are listed on NYSE Euronext-Paris (compart-ment A).

Share Prices and Trading Volumes(on NYSE Euronext-Paris)

High Low Number Amount (€) (€) of shares (€ million)

2009

September 48.50 42.00 2,679,591 120.90

October 43.78 36.07 1,971,445 80.50

November 39.45 35.65 2,431,215 91.64

December 42.45 36.87 3,144,189 125.38

2010

January 43.23 37.80 2,296,775 91.91

February 39.86 33.53 2,029,210 74.26

March 38.62 33.38 2,446,190 89.00

April 41.43 36.90 2,602,743 103.38

May 39.90 35.45 4,333,607 162.11

June 41.25 33.28 3,914,767 147.07

July 40.30 34.71 2,782,332 106.45

August 40.20 34.70 1,432,718 54.03

September 38.19 34.76 1,709,989 62.37

October 37.32 34.03 1,377,935 49.29

November 37.88 32.38 2,887,563 100.49

December 36.07 33.01 2,210,967 76.86

2011

January 38.45 32.85 3,404,118 122.76

February 43.94 37.22 4,224,708 170.79

Source: Euronext

Dividends

Year for which Total Number of Paymentdividends dividend share on per sharewere distributed (€) which dividend was paid

2005 67,342,182 44,894,788 1.50

2006 93,172,338 93,172,338 1.00

2007 111,820,010 93,183,342 1.20

2008 108,000,000 90,000,000 1.20

2009 108,000,000 90,000,000 1.20

2010 108,000,000 90,000,000 1.20

As laid down by law, the shareholders have five years to claim divi-dends as from the date of their payment, after which period any unclaimed dividends are paid to the French Treasury.

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Person Responsible for InformationMr Max Roche, Chief Finance Officer

163 Quai du Docteur Dervaux, 92600 Asnières-sur-Seine, France

Tel (switchboard): +33 (0)1 41 32 80 00

Appended Information (documents available to the public)

During the period of validity of this reference document the Memo-randum and Articles of Association, the Statutory Auditors’ reports and the financial statements for the past three financial years, together with all the reports, correspondence and other documents and financial records concerning the Company and its subsidiaries in connection with the past three financial years, any valuations or statements prepared by experts, when such documents are pro-vided for by law, and any other document provided for by law may be consulted at the Company’s registered office.

Pursuant to Article 28 of European Regulation 809/2004, the fol-lowing information is deemed to form part of this reference document:

■ the consolidated financial statements and the reports of the Sta-tutory Auditors on such consolidated financial statements as at 31 December 2008, appearing on pages 104 to 141 and 142 respectively of the French version of the reference document no. D.09 – 0189 filed with the AMF on 2 April 2009;

■ the consolidated financial statements and the reports of the Sta-tutory Auditors on such consolidated financial statements as at 31 December 2009, appearing on pages 58 to 99 and 100 respectively of the French version of the reference document no. D.10 – 0219 filed with the AMF on 6 April 2010.

Other DocumentsThe following documents have been included in this reference docu-ment and thus do not need to be published separately, in accor-dance with the AMF’s General Regulations:

■ Annual financial report:

Financial statements for the financial year ended 31 December 2010 Pages 111 to 121

Report by the Statutory Auditors on the annual financial statements Page 122

Consolidated financial statements for the financial year ended 31 December 2010 Pages 70 to 109

Report by the Statutory Auditors on the consolidated financial statements Page 110

Directors’ report – Article 222-3 of the AMF’s General Regulations Pages 54 to 63

Declaration by the individuals accepting responsibility for the annual financial report Page 155

■ Fees paid to each of the Statutory Auditors and to members of their networks: pages 104 and 105 of this reference document.

■ Chairman’s report on corporate governance and internal control: pages 124 et seq. of this reference document.

Statutory Auditors

PRIMARY STATUTORY AUDITORS

KPMG SA

1. cours Valmy – 92923 Paris la Défense Cedex, France

Member of the Compagnie régionale des Commissaires aux Comptes de Versaillesreprésented by M. Philippe Mathis

First appointed by the Ordinary General Meeting of 21 June 1977

Appointment last renewed by the Ordinary General Meeting of 18 April 2007

Term of office expires at the close of the Ordinary General Meeting held to approve the financial statements for the year to 31 December 2012

PricewaterhouseCoopers Audit

63 Rue de Villiers, 92200 Neuilly-sur-Seine, France

Member of the Compagnie Régionale des Commissaires aux Comptes de Versailles

represented by Mr Yan Ricaud

First appointed by the Ordinary General Meeting of 25 April 2001



DEPUTY STATUTORY AUDITORS

M. Bernard Paulet

1 Cours Valmy, 92923 Paris-la Défense cedex, France




M. Yves Nicolas

63 Rue de Villiers, 92200 Neuilly-sur-Seine, France




A table showing fees paid in 2010 and 2009 to the auditors who cer-tified the consolidated financial statements can be found in the notes to the financial statements, on pages 104 and 105 of this document.

General information


Certification by the person responsible for the reference document

I certify that, to the best of my knowledge and as far as I can reasonably ascertain, the information provided in this reference document is accurate and no information has been omitted that might alter the interpretation hereof.

I certify that, to the best of my knowledge, the financial statements were prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, financial situation and results of the Company and all the other companies consolidated by it, and that the directors’ report reproduced on page 54 gives a true and fair account of the state of the business, results and financial situation of the Company and all the other companies consolidated by it, together with a description of the main risks and uncertainties to which they are exposed.

The Statutory Auditors have provided me with a “sign off document”, in which they state that they have verified the information on the financial situation and financial statements included in this reference document and have read the entire document.

The Statutory Auditors have prepared a report on the consolidated financial statements for the financial year ended 31 December 2009, presented on page 100 of the French version of the reference document no. D.10.0219 filed with the AMF on 6 April 2010, in which they make one observation.

The Statutory Auditors have prepared a report on the consolidated financial statements for the financial year ended 31 December 2010 presented in this document, reproduced on page 110, in which they make one observation.

Asnières-sur-Seine, 30 March 2011

Jean-François RoveratoChairman and Managing Director

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To assist readers of this Reference Document, the cross-reference table below indicates the pages on which can be found the main information required by EC Regulation 809/2004 of 29 April 2004 implementing EC Directive 2003/71 of the European Parliament and Council.

INFORMATION REFERENCE DOCUMENT

Pages

1. CERTIFICATIONS

Person responsible for the reference document 154

Certification by the responsible person 155

2. STATUTORY AUDITORS 154

3. SELECTED FINANCIAL INFORMATION 14 to 17

4. RISK FACTORS 66-67

5. INFORMATION ON THE ISSUER

Company’s history and developments 1; 148

Investments 65-66

6. PRESENTATION OF BUSINESS ACTIVITIES

Principal activities 24 to 51

Principal markets 148

7. ORGANISATION CHART 148

8. PROPERTY, PLANTS AND EQUIPMENT

Existing or planned material tangible fixed assets

Major existing or planned tangible fixed assets 82-83

Environmental issues that may affect the issuer’s utilisation of the tangible fixed assets SDAR 68 to 93

9. REVIEW OF FINANCIAL SITUATION AND CONSOLIDATED RESULTS

Financial condition and results of operations 54 to 63

Information regarding governmental, economic, fiscal, monetary or political policies

or factors that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations. 66-67

10. CASH FLOW AND EQUITY 70; 72; 73; 90 to 94

11. R&D, PATENTS AND LICENSES SDAR 96 to 134; 68

12. INFORMATION ON TRENDS 68-69

13. INCOME FORECASTS OR ESTIMATES n/a

14. GOVERNING, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT

Information on members of the Company’s governing and management bodies 140 to 142

Conflicts of interest involving governing and management bodies and Group General Management 143

15. REMUNERATION AND BENEFITS 144 to 147

16. FUNCTIONING OF THE GOVERNING AND MANAGEMENT BODIES 124 to 132

17. EMPLOYEES SDAR 18 to 65; 146-147

18. MAIN SHAREHOLDERS 152

19. TRANSACTIONS WITH AFFILIATED ENTITIES 100

CROSS-REFERENCE TABLE

SDAR: Sustainable Development Annual Report.


Pages

20. FINANCIAL INFORMATION ON THE COMPANY’S ASSETS,

FINANCIAL SITUATION AND RESULTS

Historic financial information 70 to 109

Pro forma financial information n/a

Financial statements – parent company financial statements 111 to 121

Verification of historic annual financial information 110; 122

Dates of most recent financial information n/a

Interim and other financial information

Interim financial reports and others n/a

Dividend policy, dividend distributions 153

Legal and arbitration proceedings 68; 106

Significant change in the issuer’s financial or trading position 69

21. ADDITIONAL INFORMATION

Share capital 151 to 152

Incorporating documents, Memorandum and Articles of Association 149 to 150

22. MATERIAL CONTRACTS n/a

23. INFORMATION FROM THIRD PARTIES, STATEMENTS BY EXPERTS AND DECLARATIONS OF INTERESTS n/a

24. DOCUMENTS AVAILABLE TO THE PUBLIC 149;154

25. INFORMATION ON EQUITY INTERESTS 120-121

This Reference Document was registered on 30 March 2011 with the Autorité des Marchés Financiers (AMF), the French financial markets supervisory authority, in compliance with Article 212-13 of the AMF’s General Regulations. It may only be used in connection with a financial transaction if accompanied by an official memorandum approved by the AMF.

This document was prepared by the issuer, under the responsibility of the signatories.

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Notes

Published by the Eiffage Communication department.

Design and production: - Photo credits: C. Ablain, Balloide, A. Béraud, F. Bocquet, X. Boymond, X. Chabert, J. Chrétien,

A. Constantin et D. Repellin Architectes, Elisa/Valode et Piste architectes/Pierre Ferret atelier d’architectures,

Eiffage – 3e Œil studio – Pierre Gautier Architecture, G. Galoyer/Jamais vu !, S. Garnier, Guetty,

F. Hédelin, C. Huret, D. Jamme, P. Le Doaré, M. Lerouge, JC. N’Diaye, V. Paul, A. Pic, A. Poupeney, Rifflard.Balloide-photo.com,

RFF/Photo Lab Services, L. de Serres, G. Tordjman, A. Toureau, G. Uféras and JP. Viguier Architecte.

Photo libraries: Eiffage, Eiffage Travaux Publics, Eiffage Construction, Eiffage Sénégal, Eiffel, Forclum, Clemessy, APRR, AREA, Getty Images and D.R.

Imprim’Vert® is a collective mark that aims to promote the implementation by businesses in the printing sector

of practical initiatives that proactively contribute to environmental preservation.

The programme is based on three simple criteria: effective management of hazardous waste,

safe storage of hazardous liquids and non-use of toxic products, in accordance with the Kyoto protocol.

This document was printed using plant-based inks on Condat Silk paper, which is certified

under the Programme for the Endorsement of Forest Certification (PEFC) as being sourced from sustainably-managed forests.


EIFFAGE GROUP, EXPERTISE IN SYNERGY

163 quai du Docteur-Dervaux – 92600 Asnières-sur-Seine Telephone: +33 (0)1 41 32 80 00 – Fax: +33 (0)1 41 32 80 10 Share capital: e360,000,000 (90,000,000 shares at e4 each)

Registered in the Nanterre Trade and Companies Register under no. 709 802 094

SIRET code: 709 802 094 01130 – APE code: 7010 Z

www.eiffage.com

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2010 Activity Report - Eiffage.com · The present document was made before this decision was...

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